Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of any installment of Interest upon or any Additional Amounts in respect of any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or (c) default in the performance, or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder. (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or (g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Samples: Master Loan Agreement (Tycom LTD)
Event of Default Defined. Acceleration of Maturity; : --------------------------------------------------- Waiver of Default. An "Event The following shall constitute Events of Default" with respect to Notes of any series Default ----------------- wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) default in the payment of any installment of Interest interest upon or any Additional Amounts in respect of any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or
(b) default in the payment of all or any part of the principal on of (or premium, if any, on) any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration declaration: or otherwise; or
(c) default subject to the first paragraph immediately following clause (e) below, failure on the part of the Parent or the Company duly to observe or perform any other of the covenants or agreements on the part of the Parent or the Company contained in the performance, Notes or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunderIndenture; or
(d) an event of defaultthe Parent or the Company, as defined in any loan agreement, including this Master Loan Agreement, indenture pursuant to or instrument evidencing or under which within the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration meaning of any applicable grace period with respect theretobankruptcy, insolvency or other similar law now or hereafter in effect, shall (i) commence a voluntary case or proceeding, (H) consent to the entry of an order for relief in an involuntary case or proceeding, (iii) consent to the appointment or taking possession by a receiver, trustee, assignee, liquidator (or similar official) of the Parent or the Company or for any substantial part of its property, (iv) make any general assignment for the benefit of creditors, or such Indebtedness shall have been accelerated so that (v) be generally unable to pay its debts as the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.due; or
(e) a court having of competent jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, that (i) is for relief against the Parent, the Company or appointing a Subsidiary of the Parent or the Company that has assets or revenues aggregating 10% or more of the consolidated assets or revenues, respectively, of the Parent and its Subsidiaries taken as a whole (a "Significant ----------- Subsidiary") in an involuntary case, (ii) appoints a receiver, liquidator---------- - trustee, assignee, custodian, trustee or sequestrator liquidator (or other similar official) of the IssuerParent, the Company or a Significant Subsidiary or for any substantial part of its property or ordering (iii) orders the winding up or liquidation of its affairsthe Parent, the Company or a Significant Subsidiary; and in any such case such order or decree or order shall remain unstayed and remains in effect for a period of 60 consecutive days; or
. A Default under clause (fc) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of above will not be an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided until the Holders of at least 25 % in any supplemental Master Loan Agreement or resolution principal amount of the Board Notes then outstanding notify the Parent, the Company and the Trustee of Directors under which any Notes are issued or in the form default and the Parent and the Company do not-cure the Default within 60 days after receipt of Note for any the notice. Such notice must specify the default, demand that it be remedied and state that such seriesnotice is a "Notice of Default". If an Event of Default (other than an Event of Default specified in clause (d) or (e) above) occurs and is continuing, the Trustee or the Holders of at least 25 % in principal amount of the then and in each and every such case, unless the principal of all the outstanding Notes shall have already become due and payable, the Holder by notice in writing to the Issuer Parent and the Company (and to the Trustee if such notice is given by the Holders of the Notes) may declare the entire principal amount of all Outstanding the Notes plus accrued and Interest accrued thereon, if any, unpaid interest to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisionsIf an Event of Default specified in clause (d) or (e) occurs, howeverthe principal amount of the Notes plus accrued and unpaid interest shall become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal amount of the Notes plus accrued and unpaid interest, are subject all of the Parent's and the Company's obligations with respect to the condition that ifNotes and under this Indenture shall terminate. The Holders of a majority in principal amount of then outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, at any time after other than the nonpayment of the principal of all the Notes shall that have become due solely by such declaration of acceleration, have been so declared due and payablecured or waived, and before (b) the rescission would not conflict with any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments court of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereoncompetent jurisdiction."
Appears in 1 contract
Event of Default Defined. Acceleration The occurrence of Maturity; --------------------------------------------------- Waiver any one or more of Default. An "the following shall constitute an “Event of Default" with respect to Notes of any series ----------------- wherever ” as said term is used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such any Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body):the other Loan Documents:
(a) default in the payment of Borrower fails to pay (i) any installment of Interest upon principal or interest payable pursuant to the Note on or before the date when due, or (ii) any Additional Amounts in respect of other amount payable to Lender under the Note, this Agreement or any of the Notes as and other Loan Documents within three (3) days after the date when any such payment is due in accordance with the same shall become due and payable, and continuance of such default for a period of 30 days; orterms hereof or thereof;
(b) Any default shall occur under the terms applicable to any Debt of either Borrower or Operator in an aggregate amount exceeding $50,000 and such default shall accelerate the payment maturity of all such obligations or permit the holder or holders thereof, or any part of the principal on any of the Notes as and when the same shall trustee or agent for such holder or holders, to cause such Debt to become due and payable either at (or require such Credit Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity, upon redemption, by declaration or otherwise; or;
(c) default Default in the performancepayment when due, or breachin the performance or observance of, any material obligation of, or condition agreed to by, any Credit Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect;
(i) Any Person institutes steps to terminate a Pension Plan of any Credit Party if as a result of such termination Borrower or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $25,000; (ii) a contribution failure occurs with respect to any Pension Plan of any Credit Party sufficient to give rise to a Lien under Section 302(f) of ERISA; (iii) the Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (iv) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $50,000;
(e) Final judgments which exceed an aggregate of $250,000 shall be rendered against Borrower and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within thirty (30) days after entry or filing of such judgments;
(f) Any Collateral Document shall cease to be in full force and effect; or any Credit Party (or any Person by, through or on behalf of any Credit Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document;
(i) Borrower fails to comply with or perform any covenant or agreement set forth in Sections 5.1(c)(i), 11.1, 11.2, 11.3, 11.4, 11.5(a) through (j), 11.6, 11.7, 11.9, 11.13, 11.16, 11.20, 11.23 through 11.32, and 11.37 or (ii) Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Agreement or any of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere Loan Documents and not otherwise addressed in this Section specifically dealt with14.1, and if such failure described in this clause (ii) by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Property are not impaired, threatened or jeopardized, then Borrower shall have a cure period of thirty (30) days after Borrower obtains knowledge of such failure or receives written notice of such failure to cure the same, and an Event of Default shall not be deemed to exist during the cure period; provided further that if Borrower commences to cure such failure during such cure period and is diligently and in good faith attempting to effect such cure, the cure period shall be extended for thirty (30) additional days, but in no event shall such cure period be longer than sixty (60) days in the aggregate;
(i) Failure of Borrower and/or Operator and/or Manager to maintain all federal, state or local permits, licenses, certifications, accreditations or other governmental or quasi-governmental authorizations that are necessary in order to own and operate the Facility (collectively “Licenses”), and continuance of such default or breach for including, but not limited to, a period of 90 days after the date on which there has been given, by registered or certified mail, nursing home license issued to the Issuer Facility by the Holder written notice specifying such default OSDH, or breach and requiring it (ii) the institution of any proceedings against Borrower and/or Operator by any governmental or quasi-governmental authority either to be remedied and stating that such notice is a "Notice (A) revoke any of Default" hereunder; orthe Licenses, or (B) decertify the Facility from participation in the Medicare or Medicaid reimbursement programs;
(di) There shall occur with respect to Operator, Manager or the Facility any Medicare or Medicaid survey deficiencies at Level F, G, H, I, J, K, L or worse (i) which deficiencies are not cured within the amount of time permitted by the applicable reviewing agency or, if a deficiency is appealed in accordance with governing law, within the time period after an event unsuccessful appeal or (ii) which result in the imposition by any government authority or the applicable state survey agency of defaultsanctions in the form of either a program termination, as defined temporary management, denial of payment for new admission (which, if not appealed under governing law, continues for thirty (30) days or more or beyond any time period granted after an unsuccessful appeal) or Facility closure;
(j) Any representation or warranty made by or for any Credit Party herein or any other Loan Document is breached or is false or misleading in any loan agreementmaterial respect, including this Master Loan Agreementor any schedule, indenture certificate, financial statement, report, notice or instrument evidencing other writing furnished by any Credit Party to Lender in connection herewith is false or under which the Issuer misleading in any material respect on the date any determination shall be made under this clause as of which the facts therein set forth are stated or certified;
(d), shall have outstanding at least $20,000,000 aggregate principal amount k) The occurrence of Indebtedness for borrowed money a Prohibited Transfer;
(other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereofl) on the final maturity date thereof after the expiration The existence of any applicable grace period collusion, fraud, dishonesty or bad faith by or with respect theretothe acquiescence of any Credit Party which in any way relates to or affects this Loan or the Property;
(m) Breach by Borrower of the financial covenants set forth in Section 11.18 herein;
(n) Intentionally omitted;
(o) Breach of the representation made in Section 2.1(tt)(xii) of this Agreement, such that Borrower, Operator or the Facility becomes subject to a Corporate Integrity Agreement;
(p) Any Credit Party becomes insolvent or generally fails to pay, or such Indebtedness shall have been accelerated so that the same shall be admits in writing its inability or refusal to pay, debts as they become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuerdue, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) makes a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors;
(q) Any Credit Party (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of such Credit Party or of all or any substantial part of the property of such Credit Party or any of the Collateral; or all or a substantial part of the assets of such Credit Party are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released within thirty (30) days;
(r) The commencement of any involuntary petition in bankruptcy against any Credit Party or the institution against any Credit Party of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of such Credit Party, which shall remain undismissed or undischarged for a period of sixty (60) days;
(s) A default by Borrower under any agreements relating to judgments, settlements or other resolution of litigation which will result in a Material Adverse Effect;
(t) The dissolution or termination of Borrower or Operator or the merger of Borrower or Operator into or with another entity, including a merger of Borrower and Operator, or the acquisition of Borrower or Operator by the other;
(u) The occurrence of any event having a Material Adverse Effect;
(v) The validity or enforceability of this Agreement or any of the other Loan Documents shall be contested by any Credit Party or any other party thereto, or any Credit Party or any other party thereto shall deny that it has any or further liability or obligation hereunder or thereunder;
(w) If there is any Change of Control;
(x) If the Operating Lease is modified without the prior written consent of Lender, except as permitted in Section 11.23 hereunder;
(y) If the articles of organization, operating agreement or other organizational documents of Borrower or Operator are materially modified; or
(gz) any other The occurrence of a “Default” or an “Event of Default provided in Default” under the Note, the Mortgage, Guaranty or any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonDocuments.
Appears in 1 contract
Samples: Loan and Security Agreement (Adcare Health Systems, Inc)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) default in the payment of any installment of Interest upon or any Additional Amounts in respect of any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Samples: Master Loan Agreement (Tycom LTD)
Event of Default Defined. Acceleration The occurrence of Maturity; --------------------------------------------------- Waiver any one or more of Default. An "the following shall constitute an Event of Default" with respect to Notes of , and any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body):the other Loan Documents:
(a) default in the payment of Borrower fails to pay (i) any installment of Interest upon principal or interest payable pursuant to the Note on the date when due, or (ii) any Additional Amounts in respect of other amount payable to the Bank under the Note, this Agreement or any of the Notes other Loan Documents within five (5) days after the date when any such payment is due in accordance with the terms hereof or thereof;
(b) Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Agreement or any of the other Loan Documents not otherwise described in Sections 11.1(a), or (c) through (p); provided, however, that if the Note, this Agreement or other applicable Loan Document does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and when safety of the Property, and the priority, validity and enforceability of the liens created by the Mortgages or any of the other Loan Documents and the value of the Property are not impaired, threatened or jeopardized, Borrower shall have a period (the “Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall become due and payablenot be deemed to exist during the Cure Period;
(c) The existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to the Bank by Borrower or Guarantor;
(d) The occurrence of a Prohibited Transfer;
(e) The existence of any collusion, and continuance fraud, dishonesty or bad faith by or with the acquiescence of such default Borrower or Guarantor which in any way relates to or affects the Loan or the Property;
(f) The occurrence of a material adverse change in the financial condition of Borrower or Guarantor;
(g) Borrower or Guarantor (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower or Guarantor or any of the Property; or all or a substantial part of the assets of Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(h) The commencement of any involuntary petition in bankruptcy against Borrower or Guarantor or the institution against Borrower or Guarantor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of Borrower or Guarantor, which shall remain undismissed or undischarged for a period of 30 sixty (60) days;
(i) The dissolution, termination or merger of Borrower or Guarantor; or
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Samples: Loan Agreement (Sun Communities Inc)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each In case one or more of the following events which shall have occurred and be continuing Events of Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):) shall have occurred and be continuing, that is to say:
(a) default in the payment of principal of or premium, if any, on any installment of Interest upon or any Additional Amounts in respect of any of the Notes as and Note when the same shall become becomes due and payablepayable at maturity, and continuance of such default for a period of 30 days; orupon acceleration, redemption or otherwise;
(b) default in the payment of all or any part of the principal interest on any of the Notes as and Note when the same shall become becomes due and payable either at maturitypayable, upon redemption, by declaration or otherwise; orand such default continues for a period of five days;
(c) default the Issuer defaults in the performance, performance of or breach, breaches (i) its obligation pursuant to Section 3.09 to execute and deliver a supplemental indenture within 30 days after the consummation of a Public Issuance or (ii) any covenant or agreement of the Issuer in respect of any contained herein or under the Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt withthose covered by clause (a), (b) or (c)(i) above) and continuance of such default or breach continues for a period of 90 30 consecutive days after the date on which there has been given, by registered or certified mail, to the Issuer written notice by the Holder written notice specifying such default Trustee or breach and requiring it to be remedied and stating that such notice is a "Notice the holders of Default" hereunder; or25% or more in aggregate principal amount of the Notes;
(d) there occurs with respect to any Material Financial Obligation of the Issuer or any of its Significant Subsidiaries, whether such Material Financial Obligation now exists or shall hereafter be created, (i) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which default that has caused the Issuer on the date any determination shall holder thereof to declare such Material Financial Obligation to be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to Stated Maturity and/or (ii) the date on which failure to make a principal payment at the same would otherwise have become due final (but not any interim) fixed maturity;
(e) any final judgment or order for the payment of money in excess of $25 million in the aggregate for all such final judgments or orders against all such Persons shall be rendered against the Issuer or any of its Significant Subsidiaries and payable, and such acceleration shall not be rescinded paid or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it)discharged, provided that, if such event of default under such loan agreement, indenture or instrument and there shall be remedied any period of 60 consecutive days following entry of the final judgment or cured by order that causes the Issuer, aggregate amount for all such final judgments or waived by the Holder orders outstanding and not paid or discharged against all such Persons to exceed $25 million during which a stay of enforcement of such indebtednessfinal judgment or order, then the Event of Default hereunder by reason thereof of a pending appeal or otherwise, shall not be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.in effect;
(ef) a court having jurisdiction in the premises shall enter enters a decree or order for (A) relief in respect of the Issuer, Issuer or any of its Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency insolvency, suspension of payments or other similar law of Mexico or the United States now or hereafter in effect, or appointing (B) appointment of a receiver, liquidator, assignee, custodian, trustee or trustee, sindico, conciliador, sequestrator (or similar official) official of the Issuer, Issuer or any of its Significant Subsidiaries or for all or substantially all of the property and assets of the Issuer or any substantial part of its property Significant Subsidiaries or ordering (C) the winding up or liquidation of the affairs of the Issuer or any of its affairsSignificant Subsidiaries and, and in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(fg) the Issuer, shall commence Issuer or any of its Significant Subsidiaries (A) commences a voluntary case under any applicable bankruptcy, insolvency insolvency, suspension of payments or other similar law of Mexico or the United States now or hereafter in effect, or consent (B) consents to the entry of an order for relief in an involuntary case under any such law, or consent consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or trustee, sindico, conciliador, sequestrator (or similar official) official of the Issuer or for any substantial part of its property, Significant Subsidiaries or make for all or substantially all of the property and assets of the Issuer or any of its Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Samples: Indenture (Vitro Sa De Cv)
Event of Default Defined. Acceleration The occurrence of Maturity; --------------------------------------------------- Waiver any one or more of Default. An "the following shall constitute an Event of Default" with respect to Notes of , and any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body):the other Loan Documents:
(a) default in the payment of Borrower fails to pay (i) any installment of Interest upon principal on the date when due, (ii) any installment of interest within five (5) days of the date when due or (iii) any Additional Amounts in respect of other amount payable to the Banks under any Note, this Agreement or any of the Notes other Loan Documents within five (5) days after the date when any such payment is due in accordance with the terms hereof or thereof;
(b) Borrower or any Obligor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower or such Obligor under the Notes, this Agreement or any of the other Loan Documents not otherwise described in Sections 12.1(a) or 12.1(c) through 12.1(m); provided, however, that if the Notes, this Agreement or other applicable Loan Document does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and when safety of such Collateral Pool Property, and the priority, validity and enforceability of the lien created by the Security Instruments or any of the other Loan Documents and the value of such Collateral Pool Property are not impaired, threatened or jeopardized, Borrower or such Obligor shall have a period (the “Cure Period”) of thirty (30) days after Borrower or such Obligor obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall become due and payablenot be deemed to exist during the Cure Period.
(c) The existence of any inaccuracy or untruth in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to Agent by Borrower, and continuance of such default Guarantor or any other Obligor which, except with respect to any intentional misrepresentation, remains inaccurate or untrue for a period of 30 days; or
thirty (b30) default in the payment days after Borrower, Guarantor or such Obligor obtains knowledge of all such untruth or any part of the principal on any of the Notes as inaccuracy and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than could reasonably be expected to have a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; orMaterial Adverse Effect.
(d) an The occurrence of a Prohibited Transfer (as defined in the Security Instruments);
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower, Guarantor or any other Obligor which in any way relates to or affects this Loan or the Properties;
(f) The occurrence of any default or event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period periods of notice or cure, under any document or agreement evidencing or securing any other obligation or Indebtedness for borrowed money of Borrower, Guarantor or other Obligor which individually or in the aggregate equal or exceeds $75,000,000.00;
(g) Borrower, Guarantor or any other Obligor (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief with respect theretoto itself under the present or any future federal, state, or such Indebtedness shall have been accelerated so that the same shall be other statute or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuerlaw, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise (ii) seeks or consents to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) a court having jurisdiction acquiesces in the premises shall enter a decree or order for relief in respect appointment of the Issuerany trustee, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (receiver or similar official) officer of the Issuer, Borrower or for of all or any substantial part of its the property of Borrower, Guarantor or ordering any other Obligor or the winding up Properties; or all or a substantial part of the assets of Borrower, Guarantor or any other Obligor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(h) The commencement of any involuntary petition in bankruptcy against Borrower, Guarantor or any other Obligor or the institution against Borrower, Guarantor or any other Obligor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of its affairsa receiver, and such decree trustee or order similar officer for all or any substantial part of the property of Borrower, Guarantor or any other Obligor, which shall remain unstayed and in effect undismissed or undischarged for a period of 60 consecutive sixty (60) days;
(i) The dissolution, termination or merger of Borrower, Guarantor or any other Obligor;
(j) A judgment or order for the payment of money or for an injunction shall be entered against Borrower, any other Obligor, or any of the respective Subsidiaries by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings, and (ii) either (A) the amount of such judgment or order in excess of the amount as to which the insurer has denied liability exceeds, individually or together with all other such outstanding judgments or orders entered against Borrower, such other Obligor or such Subsidiary, $5,000,000, or (B) in the case of an injunction or other non-monetary judgment, such judgment could reasonably be expected to have a Material Adverse Effect;
(k) A warrant, writ of attachment, execution or similar process shall be issued against any property of Borrower, any other Obligor, or any of their respective Subsidiaries which exceeds, individually or together with all other such warrants, writs, executions or processes $5,000,000 shall not be discharged, vacated, stayed or bonded for a period of thirty (30) days; orprovided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its rights of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Obligor;
(fl) Any member of the IssuerERISA Group shall fail to pay when due an amount ofr amounts aggregating in excess of $5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Plan under Section 4041(c) of ERISA shall be filed by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall commence institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a voluntary trustee to be appointed to administer, any Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000;
(m) A federal tax lien shall be filed against the Borrower, any Obligor, or any of their respective Subsidiaries under Section 6323 of the Internal Revenue Code or a lien of the PBGC shall be filed against Borrower, any other Obligor, or any of their respective Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing;
(n) The occurrence of an “Event of Default” under any applicable bankruptcyof the Notes, insolvency any Security Instrument or any of the other similar law now Loan Documents. Notwithstanding anything in this Loan Agreement or hereafter in effect, or consent any other Loan Document to the entry of an order for relief in an involuntary case under contrary, including, without limitation, any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer immediately preceding clauses (b), (c) or for any substantial part of its property(n), or make any general assignment for the benefit of creditors; or
if (gx) any other Obligor fails to perform any obligation, condition, covenant, term, agreement or provision relating solely to a Collateral Pool Property or (y) any representation or warranty made or deemed made by an Obligor with respect to a Collateral Pool Property shall prove to be inaccurate or untruthful in any material respect and the same could reasonably be expected to have a Material Adverse Effect, then (A) no Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Unmatured Event of Default occurs shall be deemed to exist for a period of thirty (30) days after such Obligor obtains actual knowledge of such failure, inaccuracy or untruthfulness, or receives written notice of such failure, inaccuracy or untruthfulness and is continuing(B) upon notice to Agent, then and (i) Borrower Borrower may elect to have the Collateral Pool Property Value of such Collateral Pool Property equal $0 or (ii) Borrower and/or such Subsidiary Guarantor shall be permitted during such 30-day period to have such Collateral Pool Property be no longer deemed a Collateral Pool Property in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing accordance with Section 7.8 above so long as prior to the Issuer may declare the entire principal expiration of all Outstanding Notes and Interest accrued thereonsuch 30-day period, Borrower repays a sufficient amount, if any, of the outstanding principal balance of the Loans so that the outstanding principal balance of the Loans will not exceed the resulting Borrowing Base Loan Amount and the Financial Covenants shall continue to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonsatisfied.
Appears in 1 contract
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one Each of the following events which shall have occurred and be continuing (whatever the reason for such an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):under this Loan Agreement:
(a) default in the payment of any installment of Interest upon or any Additional Amounts in respect of any Failure of the Notes as and Corporation to make any payment on the Note when the same shall become becomes due and payable, and continuance of such default for a period of 30 days; or
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to the terms thereof or this Loan Agreement.
(b) Except as provided in Section 5.15, failure of the Corporation to observe or perform any of its other covenants, conditions or agreements hereunder for a period of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension of such time prior to its expiration), specifying such failure and requesting that it be remedied, given by declaration the Authority or otherwise; orthe Trustee to the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with due diligence.
(c) default in the performance, or breach, Abandonment of any covenant or agreement portion of the Issuer in respect Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any Notes (other than a covenant subsidiary or agreement in respect affiliate of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach the Corporation for a period of 90 fifteen (15) days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; ormore.
(d1) an event If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or such entity under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (federal bankruptcy laws or any part thereof) on the final maturity date thereof after the expiration of any other applicable grace period with respect theretolaw or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such Indebtedness entity is adjudicated a bankrupt or if a court of competent jurisdiction shall have been accelerated so that enter an order or decree appointing, without the same shall be consent of such entity, a receiver or become due and payable prior to trustee of such entity or of the date on which whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the same would otherwise have become due and payablefederal bankruptcy laws or any other applicable law or statute, and such acceleration adjudication, order or decree shall not be rescinded vacated or annulled set aside or stayed within ten Business Days after notice thereof shall have been given to ninety (90) days from the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part date of the Holderentry thereof.
(e) a court having jurisdiction in If there is instituted by the premises shall enter a decree Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief in respect of against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the Issuer, in an involuntary case under federal bankruptcy laws or any applicable bankruptcy, insolvency or other similar law now applicable federal or hereafter in effectstate law, or appointing if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, custodian, trustee or sequestrator (or other similar official) of the Issuer, such entity or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general if such entity makes an assignment for the benefit of creditors; orcreditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless under the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon Indenture or any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due Company Loan Agreements shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonoccur.
Appears in 1 contract
Samples: Loan Agreement (Virginia Gas Co)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each In case one or more of the following events which shall have occurred and be continuing Events of Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):) shall have occurred and be continuing, that is to say:
(a) default in the payment of principal of or premium, if any, on any installment of Interest upon or any Additional Amounts in respect of any of the Notes as and Securities, when the same shall become becomes due and payablepayable at maturity, and continuance of such default for a period of 30 days; orupon acceleration, redemption or otherwise;
(b) default in the payment of all interest or any part of the principal Additional Amounts on any of the Notes as and Securities, when the same shall become becomes due and payable either at maturitypayable, upon redemption, by declaration or otherwise; orand such default continues for a period of 30 days;
(c) default the failure to perform or comply with any of the provisions described under Article VIII ("Consolidation, Merger and Sale of Assets");
(d) the Issuer defaults in the performance, performance of or breach, of breaches any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance this Indenture or whose breach is elsewhere in this Section specifically dealt with)under the Securities, and continuance of such default or breach continues for a period of 90 30 consecutive days after the date on which there has been given, by registered or certified mail, to the Issuer written notice by the Holder written notice specifying such default Trustee or breach and requiring it to be remedied and stating that such notice is a "Notice the holders of Default" hereunder; or
(d) an event of default, as defined 25% or more in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of the Securities, as the case may be;
(e) default by the Issuer or any Restricted Subsidiary under any Indebtedness for borrowed money which (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the A) is caused by a failure to pay the principal of or premium, if any, or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after prior to the expiration of any applicable grace period with respect theretoprovided in such Indebtedness on the date of such default, or (B) results in the acceleration of such Indebtedness shall have been accelerated so that prior to its stated maturity; and the same principal amount of Indebtedness covered by (A) or (B) at the relevant time, aggregates $25 million or more;
(f) any final judgment or order for the payment of money in excess of $25 million in the aggregate for all such final judgments or orders against all such Persons shall be rendered against the Issuer or become due any of its Significant Subsidiaries and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded paid or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it)discharged, provided that, if such event of default under such loan agreement, indenture or instrument and there shall be remedied any period of 60 consecutive days following entry of the final judgment or cured by order that causes the Issuer, aggregate amount for all such final judgments or waived by the Holder orders outstanding and not paid or discharged against all such Persons to exceed $25 million during which a stay of enforcement of such indebtednessfinal judgment or order, then the Event of Default hereunder by reason thereof of a pending appeal or otherwise, shall not be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.in effect;
(eg) a court having jurisdiction in the premises shall enter enters a decree or order for (A) relief in respect of the Issuer, Issuer or any of its Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law of Mexico or the United States now or hereafter in effect, or appointing (B) appointment of a receiver, liquidator, assignee, custodian, trustee or trustee, sindico, sequestrator (or similar official) official of the Issuer, Issuer or any of its Significant Subsidiaries or for all or substantially all of the property and assets of the Issuer or any substantial part of its property Significant Subsidiaries or ordering (C) the winding up or liquidation of the affairs of the Issuer or any of its affairsSignificant Subsidiaries and, and in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(fh) the Issuer, shall commence Issuer or any of its Significant Subsidiaries (A) commences a voluntary case under any applicable bankruptcy, insolvency insolvency, suspension of payments or other similar law of Mexico or the United States now or hereafter in effect, or consent consents to the entry of an order for relief in an involuntary case under any such law, or consent (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or trustee, sindico, sequestrator (or similar official) official of the Issuer or for any substantial part of its property, Significant Subsidiaries or make for all or substantially all of the property and assets of the Issuer or any of its Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors; or
(g) . For purposes of this Section 4.01, a Significant Subsidiary shall include any other Event group of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuingRestricted Subsidiaries that, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except taken as a result of negligence or bad faithwhole, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonconstitutes a Significant Subsidiary.
Appears in 1 contract
Samples: Indenture (Vitro Sa De Cv)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one of the following events which shall have occurred The occurrence and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) default in the payment of any installment of Interest upon or any Additional Amounts in respect continuation of any of the Notes as following shall constitute an “Event of Default” under this Note:
8.1.1 If capable of cure within ninety (90) days from its occurrence, any event which results in a transfer by Hightimes or Buyer of its legal or beneficial right interest or title in the equity the Company; provided, that, if (a) a Sale of Control of the Company shall occur and when the same this Note shall become due and payablebe paid in full in connection therewith, and continuance of such default for a period of 30 days; or
or (b) default a Mandatory Conversion Event shall then exist, no Event of Default shall be deemed to have occurred’
8.1.2 Hightimes or Buyer fails to pay within ninety (90) days from its due date, any amount (whether principal, interest, late charge, or other amounts) when due under this Note;
8.1.3 Holder, as Secured Party under each Pledge, shall fail or cease to have a perfected first priority Lien and security interest in the payment of all Collateral (defined in the respective Pledge), or any part of the principal on Collateral; unless such failure to retain a perfected first priority Lien and security interest is due to any act of omission or commission by such Holder
8.1.4 Other than in connection with a Sale of Control, Hightimes, Buyer or the Company dissolves, or any dissolution proceeding is commenced by or against either;
8.1.5 Hightimes, Buyer or the Company commences an Insolvency Proceeding, or an Insolvency Proceeding is commenced against either of them, and any of the Notes as and when following events occur: (a) such party consents to the same shall become due and payable either at maturity, upon redemption, by declaration or otherwiseinstitution of the Insolvency Proceeding against it; or
(b) the petition commencing the Insolvency Proceeding is not timely controverted; (c) default in the performance, or breach, of any covenant or agreement petition commencing the Insolvency Proceeding is not dismissed within forty-five (45) calendar days of the Issuer in respect date of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunderfiling thereof; or
(d) an event interim trustee is appointed to take possession of defaultall or a substantial portion of the properties or assets of, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (operate all or any part thereofsubstantial portion of the business of, such affected party; or (e) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness an order for relief shall have been accelerated so issued or entered therein, where ;”Insolvency Proceeding” means with respect to a Person, that the same shall be or become due and payable prior such Person (specifically, with respect to the date on which the same would otherwise have become due and payablean individual, such individual, and with respect to an entity, such acceleration shall not be rescinded entity or annulled within ten Business Days after notice thereof shall have been given any individual who is a Principal of such entity): (i) is enjoined, restrained or is in any way prevented by court order from continuing to the Issuer by the Holder conduct all or any material part of such Person’s business or affairs; (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuerii) applies for, or waived by consents to, the Holder appointment of a receiver, trustee or liquidator of such indebtednessPerson or of all, then or substantially all, of such Person’s assets; (iii) files a voluntary petition in bankruptcy or admits in writing such Person’s inability to pay such Person’s debts as they become due; (iv) makes a general assignment for the Event benefit of Default hereunder creditors; (v) files a petition or an answer seeking reorganization or arrangement with creditors or takes advantage of any insolvency law; (vi) is subject to an order, judgment or decree that is entered by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) a court having of competent jurisdiction in the premises shall enter or an application of a decree creditor, adjudicating to be bankrupt or order for relief in respect of the Issuerinsolvent, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, approving a petition seeking reorganization or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) liquidator of the Issuerall, or for any substantial part substantially all, of its property or ordering the winding up or liquidation of its affairssuch Person’s assets, and such order, judgment or decree or order shall remain continue unstayed and in effect for a period of 60 thirty (30) consecutive days; or
or (fvii) the Issuerany material portion of such Person’s properties or assets is attached, shall commence seized, subjected to a voluntary case under any applicable bankruptcy, insolvency writ or other similar law now or hereafter in effectdistress warrant, or consent to the entry of an order for relief in an involuntary case under any such lawis levied upon, or consent to comes into the appointment possession of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonPerson.
Appears in 1 contract
Samples: Contingent Share Purchase Agreement (Hightimes Holding Corp.)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An ------------------ "Event of Default" ", with respect to Notes the Securities of any series ----------------- series, wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):), unless it is either inapplicable to a particular series or it is specifically deleted or modified in the applicable resolution of the Board of Directors or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 3.1:
(a) default in the payment of any installment interest on any of Interest upon the Securities of such series, or any Additional Amounts in payable with respect of any of the Notes thereto, as and when the same shall become due and payable, and continuance of such default for a period of 30 daysdays and the time for payment of such interest or Additional Amounts has not been extended; provided, however that if the Company is permitted by the terms of the Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities of that series; or
(b) default in the payment of all or any part of the principal of or premium, if any, on any of the Notes as Securities of such series as, or any Additional Amounts payable with respect thereto, and when the same shall become due and payable either at maturityMaturity, upon redemptionand the time for payment of such principal (or premium, if any), or any Additional Amounts payable with respect thereto, has not been extended; provided, however, that if the Company is permitted by declaration or otherwisethe terms of the Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities of that series; or
(c) default in the performance, performance or breach, breach of any other covenant or agreement warranty of the Issuer Company in respect of any Notes the Securities of such series (other than a covenant or agreement warranty in respect of the Securities of such series a default in whose performance or whose breach observance is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 60 days after the date on which there has been given, by registered or certified mail, to the Issuer Company by the Holder Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an default in the payment at Maturity of Indebtedness of the Company in excess of $50,000,000 or if any event of default, default as defined in any loan agreement, including this Master Loan Agreementmortgage, indenture or instrument evidencing or under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Issuer on Company (other than Indebtedness which is non-recourse to the date any determination Company) shall be made under this clause (d), happen and shall have outstanding at least result in the acceleration of more than $20,000,000 aggregate 50,000,000 in principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of giving effect to any applicable grace period with respect thereto, period) and such default shall not be cured or such Indebtedness shall have been accelerated so that the same shall be waived or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days a period of 60 days after notice thereof there shall have been given given, by registered or certified mail, to the Issuer Company by the Holder (if Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such event be known to it)series, provided that, if a written notice specifying such default or event of default under and requiring the Company to cause such loan agreement, indenture or instrument shall default to be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part or to cause such acceleration to be rescinded or annulled or to cause such Indebtedness to be discharged and stating that such notice is a "Notice of the Holder.Default" hereunder; or
(e) the Company shall fail within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $50,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith; or
(f) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or or, under any such law, (i) appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, Company or for any substantial part of its property or (ii) ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(fg) the Issuer, Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or or, under any such law, (i) consent to the entry of an order for relief in an involuntary case under any such law, or (ii) consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer Company or for any substantial part of its property, or (iii) make any general assignment for the benefit of creditors; or
(gh) default in the performance or breach of the conditions of Section 11.1 and Section 11.2, and the continuation of such violation for 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such failure to comply and requiring it to be remedied and stating that such notice is a "Notice of Default"; or
(i) any other Event of Default provided in any supplemental Master Loan Agreement established by or pursuant to a resolution of the Board of Directors under which any Notes are issued or in one or more indentures supplemental hereto as applicable to the form Securities of Note for any such series. If an Event of Default described in clause (a), (b), (c), (d), (e), (h) or (i) above occurs and is continuing, then and in each and every such case, unless continuing with respect to Securities of any series at the principal of all the Notes shall have already become due and payabletime Outstanding, the Holder Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding, by notice in writing to the Issuer Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal as may be specified in the terms of such series) of all Outstanding Notes Securities of such series and Interest the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If any Event of Default described in clause (f) or (g) above occurs and is continuing, all unpaid principal of the Securities then Outstanding of that series and the interest accrued thereon, if any, shall ipso facto become and be immediately due and payable without declaration, presentment, demand or notice of any kind by the Trustee or any Holder of Securities of that series. The foregoing provisions, however, are subject to the condition that if, at any time after a declaration of acceleration with respect to the principal Securities of all the Notes shall have any series has been so declared due and payable, made and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of Interest interest, if any, and any Additional Amounts with respect to all the Securities of such series (or upon all the Notes Securities, as the case may be) and the principal of (and premium, if any, on) any and all Notes Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration, acceleration (with Interest interest upon such principal and premium, if any, and, to the extent that payment of such Interest interest is enforceable under applicable law, on overdue installments of Interestinterest or Additional Amounts, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest Overdue Rate applicable to such series to the date of such payment or deposit) and all amounts payable to the Trustee pursuant to the provisions of Section 7.6, and such amount as shall be sufficient to cover reasonable compensation to the HolderTrustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder Trustee except as a result of its negligence or bad faith, and if any and all Events of Default under the Master Loan AgreementIndenture, other than the non-payment nonpayment of the principal of Notes and accrued interest on and any Additional Amounts with respect to Securities of such series which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- - then and in every such case the Holder Holders of a majority in aggregate principal amount of the Securities of such series (each series voting as a separate class), or of all the Securities (voting as a single class), as the case may be, then Outstanding, by written notice to the Issuer Company and to the Trustee, may waive all defaults with respect to that series (or with respect to all the Notes Securities, as the case may be) and rescind and annul such declaration acceleration and its consequences, but no such waiver or recession rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Security shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such acceleration, unless such acceleration has been rescinded and annulled, the principal amount of such Original Issue Discount Security shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Security.
Appears in 1 contract
Samples: Subordinated Indenture (Aspen Insurance Holdings LTD)
Event of Default Defined. Acceleration For the purpose of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used hereinthis Indenture, means each one of the following events which shall have occurred are hereby defined as, and be continuing (whatever the reason for such Event are declared to be, "Events of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):Default":
(a) default in the due and punctual payment of any installment interest on any of Interest upon the Senior Notes when due or failure to make any Additional Amounts Issuer Swap Payment secured on a parity with the Senior Notes when due;
(b) default in respect the due and punctual payment of the principal of any of the Senior Notes as and when at their Maturity;
(c) if no Senior Notes are Outstanding hereunder, default in the same shall become due and payablepunctual payment of any interest on any of the Subordinate Notes when due or failure to make any Issuer Swap Payment secured on a parity with the Subordinate Notes when due;
(d) if no Senior Notes are Outstanding hereunder, default in the due and punctual payment of the principal of any of the Subordinate Notes at their Maturity;
(e) if no Senior Notes or Subordinate Notes are Outstanding hereunder, default in the due and punctual payment of any interest on any of the Junior-Subordinate Notes when due or failure to make any Issuer Swap Payment secured on a parity with the Junior-Subordinate Notes when due;
(f) if no Senior Notes or Subordinate Notes are Outstanding hereunder, default in the due and punctual payment of the principal of any of the Junior-Subordinate Notes at their Maturity;
(g) default in the performance or observance of any other of the covenants, agreements, or conditions on the part of the Issuer to be kept, observed, and continuance performed contained in this Indenture or in the Notes, and continuation of such default for a period of 30 days90 days after written notice thereof by the Trustee to the President and Secretary of the Issuer; or
(bh) default in the payment occurrence of all an Event of Bankruptcy. Any notice herein provided to be given to the President or any part Secretary of the Issuer with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Person to be notified, addressed to him at his post office address as shown at the end of this Indenture or such other address as may hereafter be given as the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant or agreement office of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, writing to the Issuer Trustee by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that Secretary of the Issuer. The Trustee may give any such notice is a "Notice in its discretion and shall give such notice if requested to do so in writing by the Registered Owners of Default" hereunder; or
(d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (d), shall have outstanding at least $20,000,000 51% of the collective aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness)the Senior Notes and each Swap Counterparty secured on a parity with the Senior Notes, shall happen and be continuing and such event of default shall involve if required by the failure to pay related Swap Agreement at the principal of or interest on such Indebtedness time Outstanding (or any part thereof) if no Senior Notes or Swap Agreements secured on a parity with the final maturity date thereof after the expiration of any applicable grace period with respect theretoSenior Notes are Outstanding hereunder at such time, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer then by the Holder (if such event be known to it), provided thatRegistered Owners of at least 51% of the collective aggregate principal amount of the Subordinate Notes and each Swap Counterparty secured on a parity with the Subordinate Notes, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured required by the Issuerrelated Swap Agreement at the time Outstanding) (or if no Senior Notes or Swap Agreements secured on a parity with the Senior Notes or Subordinate Notes or Swap Agreements secured on a parity with the Subordinate Notes are Outstanding hereunder at such time, or waived then by the Holder Registered Owners of such indebtednessat least 51% of the collective aggregate principal amount of the Junior-Subordinate Notes and each Swap Counterparty secured on a parity with the Junior-Subordinate Notes, then if required by the Event related Swap Agreement at the time Outstanding) (the "Registered Owners Approval"). Solely for purposes of Default hereunder by reason thereof Article XI, Registered Owner Approval shall be deemed likewise to have been thereupon remediedgiven only if a majority in interest of all Registered Owners of Notes Outstanding, cured excluding any Notes held by the Issuer or waived without further action upon the part of the Holder.
(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issueraffiliates, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonactions described herein.
Appears in 1 contract
Samples: Indenture of Trust (Union Financial Services I Inc)
Event of Default Defined. Acceleration The occurrence of Maturity; --------------------------------------------------- Waiver any one or more of Default. An "the following shall constitute an “Event of Default" with respect to Notes of any series ----------------- wherever ” as said term is used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such any Event of Default and whether it which may occur hereunder shall be voluntary or involuntary or be effected by operation constitute an Event of law or pursuant to any judgment, decree or order Default under each of any court or any order, rule or regulation of any administrative or governmental body):the other Loan Documents:
(a) default in the payment of Borrower fails to pay (i) any installment of Interest upon principal or interest payable pursuant to either Note when due, or (ii) any other amount payable to Lender under either Note, this Agreement or any Additional Amounts of the other Loan Documents within five (5) days of the date when any such payment is due in accordance with the terms hereof or thereof;
(b) Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Notes, this Agreement or any of the other Loan Documents (excluding any other Event of Default); provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Premises, and the ability of Borrower to otherwise perform its obligations under this Agreement and the Loan Documents are not impaired, threatened or jeopardized (collectively, the “Cure Criteria”), then Borrower shall have a period (“Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period;
(c) The existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower;
(d) The occurrence of a Prohibited Transfer (as defined in the Mortgage);
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower which in any way relates to or affects this Loan or the Premises;
(f) Borrower (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower, Guarantor or any of the Premises; or all or a substantial part of the assets of Borrower are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(g) The commencement of any involuntary petition in bankruptcy against Borrower or the institution against Borrower of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of Borrower, which shall remain undismissed or undischarged for a period of ninety (90) days;
(h) The dissolution or termination of Borrower;
(i) The occurrence of an “Event of Default” under either Note or any of the other Loan Documents, subject to any applicable notice and cure provisions contained therein;
(j) The occurrence of any of the Notes matters set forth in subparagraphs (f), (g) and (h) above with respect to the Member or manager of Borrower or Guarantor;
(k) If, commencing with the quarter ending September 30, 2009, the Tenant Debt Service Coverage Ratio for the Premises is less than 1.40 to 1.00 as and when of the same shall become due and payable, and continuance end of such default for a period of 30 daysquarter or any calendar quarter thereafter until the Loans are paid in full, as calculated and tested by Lender based upon the financial statements required to be provided by Borrower under this Agreement; or
(bl) default in If, commencing with the payment calendar quarter ending September 30, 2009, the Tenant Rent Coverage Ratio for the Premises is less than 1.00:1.00 as of all the end of such quarter or any part of calendar quarter thereafter until the principal on any of Loans are paid in full, as calculated and tested by Lender based upon the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant or agreement of the Issuer in respect of any Notes (other than a covenant or agreement in respect of a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it financial statements required to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made provided by Borrower under this clause (d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the HolderAgreement.
(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Samples: Loan Agreement (Cornerstone Growth & Income REIT, Inc.)
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one Each of the following events which shall have occurred and be continuing (whatever the reason for such an Event of Default, provided that, during the Credit Facility Period, the events described below shall not constitute Events of Default and whether it shall be voluntary unless the Credit Facility Issuer consents thereto or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):the Credit Facility has been wrongfully dishonored:
(a) default in the payment of any installment of Interest upon on the Note or any Additional Amounts in respect of any of the Notes as and amounts under Section 4.1(a) or (b) hereof when the same shall become becomes due and payable, and continuance of such default for a period of 30 days; or;
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) default in the performanceperformance of, or breachbreach of, of any covenant or agreement warranty of the Issuer Company in respect of any Notes this Agreement (other than a covenant or agreement in respect of warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), ) and continuance of such default or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Issuer Company by the Holder Trustee or the Issuer a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "“Notice of Default" ” hereunder; orprovided, however, that, if said default is such that it cannot be
(a) remedied within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Company within the applicable period and diligently pursued until the default is remedied;
(c) the Company shall commence any case or proceeding seeking to have an order for relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or the Company shall apply for a receiver, custodian or trustee (other than any trustee appointed as a mortgagee or secured party in connection with the issuance of indebtedness for borrowed money of the Company) of it or for all or a substantial part of its property; or the Company shall make a general assignment for the benefit of creditors; or the Company shall take any corporate action in furtherance of any of the foregoing;
(d) an event of default, as defined in any loan agreement, including this Master Loan Agreement, indenture case or instrument evidencing or under which proceeding against the Issuer on the date any determination Company shall be made commenced seeking to have an order for relief entered against it or to adjudicate it as bankrupt or insolvent or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under this clause any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, custodian or trustee (d), shall have outstanding at least $20,000,000 aggregate principal amount other than any trustee appointed as a mortgagee or secured party in connection with the issuance of Indebtedness indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holder.
(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar officialCompany) of the Issuer, Company or for any all or a substantial part of its property shall be appointed in any such case or ordering the winding up or liquidation of its affairs, proceeding; and such decree case or proceeding (1) results in the entry of an order for relief or a similar order against it and (2) shall remain continue unstayed and in effect for a period of 60 consecutive days; or
(fe) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of A Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereonIndenture.
Appears in 1 contract
Event of Default Defined. Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever As used herein, means the term Event of Default shall include each one or all of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):events:
(a) default in Borrower shall fail to pay any principal or interest due under the payment of any installment of Interest upon Note or any Additional Amounts in respect of any of the Notes as and other amount payable hereunder when the same shall become due and payable, and continuance of such default for a period of 30 days; ordue.
(b) Borrower or Guarantor shall default in the payment performance of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturityagreement, upon redemptionterm, by declaration or otherwise; or
(c) default in the performanceprovision, condition, or breach, of any covenant required to be performed or agreement of observed by Borrower or Guarantor hereunder or under the Issuer in respect of any Notes Loan Documents (other than non payment and other than a covenant or agreement in respect of a or default in whose performance or whose breach that is elsewhere in this Section Agreement or in the Loan Documents specifically dealt with)) required to be performed or observed by Borrower or Guarantor hereunder or any other Loan Document or other agreement with or in favor of Lender which is not cured within thirty (30) days of delivery of written notice of default, and continuance or if the breach is of such default a nature that it cannot reasonably be cured or breach remedied within the thirty (30) day period, the time period for a cure shall be extended for such period of 90 as may be necessary to cure such failure with reasonable diligence, but not to exceed ninety (90) days after such written notice.
(c) Any financial information, statement, certificate, representation or warranty given to Lender by Borrower (or any of their representatives) or Guarantor in connection with entering into this Agreement or the date on which there has been givenother Loan Documents and/or any borrowing hereunder, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it required to be remedied and stating that such notice is a "Notice furnished under the terms hereof or the Loan Documents, shall prove to be untrue in any material respect (as determined by Lender in the exercise of Default" hereunder; orits reasonable judgment) as of the time when given.
(d) an event Borrower or Guarantor (or their respective Affiliates) shall be in default under the terms of default, as defined in any loan agreement, including this Master Loan Agreementpromissory note, indenture guaranty, lease, conditional sales contract or other agreement, document or instrument evidencing evidencing, governing or under which securing any indebtedness owing by Borrower or Guarantor to Lender or any of its Affiliates, and the Issuer on the date any determination shall be made under this clause (d)period of grace, if any, to cure said default shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness)passed, shall happen unless such default or the underlying claim is being contested by Borrower or Guarantor based on a legitimate, good faith argument and be continuing and Borrower or Guarantor has bonded or reserved sufficient monies to satisfy such event of default shall involve the failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or instrument shall be remedied or cured by the Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the Holderunderlying claim.
(e) Borrower or Guarantor shall be in default under the terms of any loan agreement, promissory note, lease, conditional sale contract or other agreement, document or instrument evidencing, governing or securing any indebtedness in excess of $100,000 owed by Borrower or Guarantor to any third party, and the period of grace, if any, to cure said default shall have passed, unless such default or the underlying claim is being contested by Borrower or Guarantor based on a court having jurisdiction legitimate, good faith argument and Borrower or Guarantor have bonded or reserved sufficient monies to satisfy such default or underlying claim.
(f) Any final judgment shall be obtained against Borrower or Guarantor that, together with all other outstanding unsatisfied judgments against Borrower or Guarantor shall exceed the sum of $100,000 and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days following the date of entry thereof, unless such default or the underlying claim is being contested by Borrower or Guarantor based on a legitimate, good faith argument and Borrower or Guarantor has bonded or reserved sufficient monies to satisfy such default or underlying claim.
(g) Borrower or Guarantor shall cease to exist (ii) Guarantor shall attempt to revoke Guarantor's Guaranty or Guaranty becomes unenforceable in the premises shall enter a decree whole or order in part for relief in respect of the Issuer, in an involuntary case under any applicable reason; or (iii) any bankruptcy, insolvency or other similar law now or hereafter in effectreceivership proceedings, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to commenced by Borrower or any Guarantor under any federal or state law; or (iv) if an order for relief under any present or future federal bankruptcy act or similar state or federal law shall be entered against Borrower or Guarantor, or if a petition or answer requesting or proposing the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result entry of negligence or bad faith, and if any and all Events of Default under the Master Loan Agreement, other than the non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.such
Appears in 1 contract
Samples: Construction Term Loan Agreement (Global Entertainment Corp)
