Common use of Events of Default and Their Effect Clause in Contracts

Events of Default and Their Effect. If any of the following events (each an “Event of Default”) shall occur and be continuing: (a) ACE shall fail to pay any reimbursement obligation in respect of any LOC Disbursement when and as the same shall become due and payable; or ACE shall fail to pay any other amount payable by ACE under any Loan Document within five Business Days after the same becomes due and payable; (b) Any representation or warranty made by any Loan Party (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; (c) (i) ACE shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d) (solely with respect to ACE and any Subsidiary Guarantor), 5.02, 5.03(a) or 5.04 of the Reimbursement Agreement as incorporated herein by reference; (ii) ACE shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(e) of the Reimbursement Agreement if such failure shall remain unremedied for five Business Days after written notice thereof shall have been given to ACE by the Bank; or (iii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained or incorporated by reference herein or contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of the date on which (A) a Responsible Officer of ACE becomes aware of such failure or (B) written notice thereof shall have been given to ACE by the Bank; (d) This Agreement or any other Loan Document shall cease to be in full force and effect with respect to any Loan Party thereto; or any Loan Party shall contest in any manner the validity or binding effect of this Agreement or any other Loan Document; (e) Any Collateral Document shall cease to be in full force and effect with respect to any Loan Party which is a party to it except where the aggregate Collateral Value required to be maintained is zero; or any Loan Party shall contest in any manner the validity or binding effect of any Collateral Document; (f) Any Supported Member, the Managing Agent, or any Subsidiary Guarantor shall cease to be a Wholly-owned Subsidiary of ACE; (g) The Managing Agent, the Syndicate or any Supported Member is in breach of any rule, regulation, requirement or guideline imposed upon it by Lloyd’s and such breach would reasonably be expected to have a material adverse effect on the business, condition, operations or properties of ACE and its Subsidiaries, taken as a whole; (h) Any “Event of Default” (under and as defined in the Reimbursement Agreement) shall occur and be continuing under Section 6.01(f), (g), (h), (j), (k) or (l) of the Reimbursement Agreement; (i) Any event of the type described in Section 6.01(f) of the Reimbursement Agreement shall occur with respect to the Reimbursement Agreement; provided that for purposes of this Section 6.01(i) only, the references to “Reimbursement Agreement” herein shall include any modifications or amendments to the Reimbursement Agreement as in effect on any determination date; (j) At any time it is or becomes unlawful for any Loan Party to perform or comply with any of its material obligations hereunder or under any other Loan Document or any court or arbitrator or any governmental body, agency or official which has jurisdiction in the matter shall decide, rule or order that any material provision of any of the Loan Documents is invalid or unenforceable; (k) The registration of either Subsidiary Guarantor as an insurer shall be revoked, suspended or otherwise have restrictions or conditions placed upon it and such event would reasonably be expected to have a Material Adverse Effect on the interests of the Bank under the Loan Documents; (l) The Loan Parties shall fail to deliver Collateral when required pursuant to Section 2.11(b) or (c) or as otherwise specified in the Loan Documents, or any Collateral Document shall for any reason (other than pursuant to the terms hereof or thereof) cease to create a valid, perfected and first priority Lien on any material portion of the Collateral; provided that if the Collateral Value of the Collateral falls below any amount required to be maintained pursuant to any Loan Document at any time (the “Required Value”), such circumstance shall not constitute an Event of Default if the Collateral Value of the Collateral is restored to the Required Value within five Business Days of notification by the Bank of such failure or, if earlier, within five Business Days of any Loan Party becoming aware of such failure; (m) In the event that the Loan Parties are required to provide and maintain Collateral pursuant to Section 2.11(b) or (c), the Custodian fails to observe or perform any material provision of the Control Agreement and such failure, if in the reasonable opinion of the Bank is capable of remedy, is not remedied within 30 days after notice thereof has been given to the Custodian by ACE or by the Bank; then, and in any such event, the Bank may, by notice to ACE, (i) terminate the Commitment; and/or (ii) declare all amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Commitment shall terminate and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by ACE; and/or (iii) demand that ACE provide Collateral pursuant to Section 6.02; provided that in the event of an actual or deemed entry of an order for relief with respect to ACE under the Bankruptcy Code, (x) the Commitment shall automatically terminate, (y) all such amounts shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by ACE and (z) the obligation of ACE to provide Collateral pursuant to Section 6.02 shall automatically become effective.

Events of Default and Their Effect. If any of the following events (each an “Event of Default”) shall occur and be continuing: (a) ACE shall fail to pay any reimbursement obligation in respect of any Advance made by the Issuing Bank pursuant to an LOC Disbursement when and as the same shall become due and payable; or ACE shall fail to pay any other amount payable by ACE under any Loan Document within five Business Days after the same becomes due and payable; (b) Any representation or warranty made by any Loan Party ACE (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; (c) (i) ACE shall fail to perform or observe any term, covenant or agreement contained in Section 2.10, or in Section 5.01(d) (solely with respect to ACE and any Subsidiary GuarantorACE), 5.02, 5.03(a) or 5.04 of the Reimbursement Agreement as incorporated herein by reference; (ii) ACE shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(e) of the Reimbursement Agreement if such failure shall remain unremedied for five Business Days after written notice thereof shall have been given to ACE by the Administrative Agent or any Bank; or (iii) any Loan Party ACE shall fail to perform or observe any other term, covenant or agreement contained or incorporated by reference herein or contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of the date on which (A) a Responsible Officer of ACE becomes aware of such failure or (B) written notice thereof shall have been given to ACE by the Administrative Agent or any Bank; (d) This Agreement or any other Loan Document shall cease to be in full force and effect with respect to any Loan Party thereto; or any Loan Party shall contest in any manner the validity or binding effect of this Agreement or any other Loan Document; (e) Any Collateral Document shall cease to be in full force and effect with respect to any Loan Party which is a party to it except where the aggregate Collateral Value required to be maintained is zero; or any Loan Party shall contest in any manner the validity or binding effect of any Collateral Document; (f) Any Supported Member, the Managing Agent, or any Subsidiary Guarantor shall cease to be a Wholly-owned Subsidiary of ACE; (g) The Managing Agent, the Syndicate or any Supported Member is in breach of any rule, regulation, requirement or guideline imposed upon it by Lloyd’s and such breach would reasonably be expected to have a material adverse effect on the business, condition, operations or properties of ACE and its Subsidiaries, taken as a whole; (h) Any “Event of Default” (under and as defined in the Reimbursement Agreement) shall occur and be continuing under Section 6.01(f), (g), (h), (j), (k) or (l) of the Reimbursement Agreement;; or (ie) Any event of the type described in Section 6.01(f) of the Reimbursement Agreement shall occur with respect to the Reimbursement Agreement; provided provided, that for purposes of this Section 6.01(i6.01(e) only, the references to “Reimbursement Agreement” herein shall include any modifications or amendments to the Reimbursement Agreement as in effect on any determination date; (j) At any time it is or becomes unlawful for any Loan Party to perform or comply with any of its material obligations hereunder or under any other Loan Document or any court or arbitrator or any governmental body, agency or official which has jurisdiction in the matter shall decide, rule or order that any material provision of any of the Loan Documents is invalid or unenforceable; (k) The registration of either Subsidiary Guarantor as an insurer shall be revoked, suspended or otherwise have restrictions or conditions placed upon it and such event would reasonably be expected to have a Material Adverse Effect on the interests of the Bank under the Loan Documents; (l) The Loan Parties shall fail to deliver Collateral when required pursuant to Section 2.11(b) or (c) or as otherwise specified in the Loan Documents, or any Collateral Document shall for any reason (other than pursuant to the terms hereof or thereof) cease to create a valid, perfected and first priority Lien on any material portion of the Collateral; provided that if the Collateral Value of the Collateral falls below any amount required to be maintained pursuant to any Loan Document at any time (the “Required Value”), such circumstance shall not constitute an Event of Default if the Collateral Value of the Collateral is restored to the Required Value within five Business Days of notification by the Bank of such failure or, if earlier, within five Business Days of any Loan Party becoming aware of such failure; (m) In the event that the Loan Parties are required to provide and maintain Collateral pursuant to Section 2.11(b) or (c), the Custodian fails to observe or perform any material provision of the Control Agreement and such failure, if in the reasonable opinion of the Bank is capable of remedy, is not remedied within 30 days after notice thereof has been given to the Custodian by ACE or by the Bank; then, and in any such event, the Bank mayAdministrative Agent (i) shall at the request, or may with the consent, of the Required Banks, by notice to ACE, (i) terminate declare the Commitment; obligation of the Issuing Bank to issue, extend or increase the amount of any LOC to be terminated, whereupon the same shall forthwith terminate, and/or (ii) shall at the request, or may with the consent, of the Required Banks, by notice to ACE, declare all amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Commitment shall terminate and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by ACE; , and/or (iii) demand that ACE provide Collateral pursuant may require the beneficiary of any LOC to Section 6.02draw the entire amount available to be drawn under such LOC in accordance with (and to the extent permitted by) such LOC; provided that in the event of an actual or deemed entry of an order for relief with respect to ACE under the federal Bankruptcy CodeLaw, (x) the Commitment obligation of the Issuing Bank to issue, extend or increase the amount of any LOC shall automatically terminate, (y) all such amounts shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by ACE and (z) the obligation of ACE to provide Collateral pursuant to cash collateral under Section 6.02 shall automatically become effective.

Events of Default and Their Effect. If any of the following events (each an “"Event of Default”") shall occur and be continuing: (a) ACE Any Applicant shall fail to pay any reimbursement obligation in respect of any LOC Disbursement made by the Issuing Bank pursuant to an LOC when and as the same shall become due and payable; or ACE any Applicant (or a Guarantor on behalf of such Applicant) shall fail to deposit cash collateral when and as the same shall become due and payable; or any Credit Party shall fail to pay any other amount payable by ACE such Credit Party under any Loan Document within five (5) Business Days after the same becomes due and payable; (b) Any representation or warranty made by any Loan Credit Party (or any of its officersofficers or other representatives) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed to have been made; (c) (i) ACE Any Credit Party shall fail to perform or observe any term, covenant covenant, or agreement contained in Section 2.10, 2.12(c)(ii), 2.18, 5.01(d) ), 5.02 (solely with respect to ACE and any Subsidiary GuarantorCredit Party's existence), 5.02or 5.07, 5.03(aor in Article VI, on its part to be performed or observed; (d) or 5.04 of the Reimbursement Agreement as incorporated herein by reference; (ii) ACE Any Credit Party shall fail to perform or observe any term, covenant covenant, or agreement contained herein (other than those specified in Section 5.01(eclause (a), (b), or (c) of the Reimbursement Agreement if such failure shall remain unremedied for five Business Days after written notice thereof shall have been given to ACE by the Bank; or (iii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained or incorporated by reference herein this Section or contained in any other Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 thirty (30) days after the earlier of the date on which (A) a Responsible Officer of ACE becomes aware of such failure or (B) written notice thereof shall have been given to ACE the Company by the Administrative Agent or any Bank, except where such default cannot be reasonably cured within 30 days but can be cured within 60 days, the Credit Party has (i) during such 30-day period commenced and is diligently proceeding to cure the same and (ii) such default is cured within 60 days after the earlier of becoming aware of such failure and receipt of notice from the Administrative Agent or the applicable Bank specifying such failure; (de) This Agreement The Company or any of its Subsidiaries shall fail to pay any Indebtedness of the Company or such Subsidiary (as the case may be) individually or in the aggregate in excess of the Dollar Equivalent of $25,000,000, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, provided, however, that a written waiver of such failure by the Person to whom such Indebtedness is owed shall be a written waiver of the Event of Default resulting pursuant to this subclause from such failure; or any other Loan Document event shall cease to be in full force and effect with respect occur or condition shall exist under any agreement or instrument relating to any Loan Party theretosuch Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature, provided, however, that a written waiver of such failure by the Person to whom such Indebtedness is owed shall be a written waiver of the Event of Default resulting pursuant to this subclause from such failure; or any Loan such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required payment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; (f) The entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company, any other Credit Party, or any Subsidiary in an involuntary case or proceeding under any applicable United States federal, state, or foreign bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Company, any other Credit Party, or any Subsidiary bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, any other Credit Party, or any Subsidiary under any applicable United States federal, state, or foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, any other Credit Party, or any Subsidiary or of any substantial part of the property, or ordering the winding up or liquidation of the affairs of the Company, any other Credit Party, or any Subsidiary, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive days; (g) The commencement by the Company, any other Credit Party, or any Subsidiary of a voluntary case or proceeding under any applicable United States federal, state, or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company, any other Credit Party, or any Subsidiary to the entry of a decree or order for relief in respect of the Company, any other Credit Party, or any Subsidiary in an involuntary case or proceeding under any applicable United States federal, state, or foreign bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Company, any other Credit Party, or any Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable United States federal, state, or foreign law, or the consent by the Company, any other Credit Party, or any Subsidiary to the filing of such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Company, any other Credit Party, or any Subsidiary or of any substantial part of the property of, or the making by the Company, any other Credit Party, or any Subsidiary of an assignment for the benefit of creditors, or the admission by the Company, any other Credit Party, or any Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company, any other Credit Party, or any Subsidiary in furtherance of any such action; (h) One or more judgments for the payment of money in an aggregate amount in excess of the Dollar Equivalent of $25,000,000 shall be rendered against any Credit Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Credit Party or any Subsidiary to enforce any such judgment; (i) An ERISA Event shall have occurred that, in the opinion of the Administrative Agent or the Required Banks, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (j) A Change in Control shall occur; or (k) Any Credit Party shall contest in any manner repudiate, or assert the validity or binding effect of unenforceability of, this Agreement or any other Loan Document; (e) Any Collateral , or any Loan Document shall cease to for any reason not be in full force and effect with respect or shall not provide to any Loan Party which is a party to it except where the aggregate Collateral Value required Administrative Agent the Liens and the material rights, priorities, powers and privileges purported to be maintained is zero; or any Loan Party shall contest in any manner the validity or binding effect of any Collateral Document; (f) Any Supported Membercreated thereby, including an exclusive, perfected security interest in, and lien on, the Managing Agent, or any Subsidiary Guarantor shall cease Collateral prior to be a Wholly-owned Subsidiary of ACE; (g) The Managing Agent, the Syndicate or any Supported Member is in breach of any rule, regulation, requirement or guideline imposed upon it by Lloyd’s and such breach would reasonably be expected to have a material adverse effect on the business, condition, operations or properties of ACE and its Subsidiaries, taken as a whole; (h) Any “Event of Default” (under and as defined in the Reimbursement Agreement) shall occur and be continuing under Section 6.01(f), (g), (h), (j), (k) or (l) of the Reimbursement Agreement; (i) Any event of the type described in Section 6.01(f) of the Reimbursement Agreement shall occur with respect to the Reimbursement Agreement; provided that for purposes of this Section 6.01(i) only, the references to “Reimbursement Agreement” herein shall include any modifications or amendments to the Reimbursement Agreement as in effect on any determination date; (j) At any time it is or becomes unlawful for any Loan Party to perform or comply with any of its material obligations hereunder or under any all other Loan Document or any court or arbitrator or any governmental body, agency or official which has jurisdiction in the matter shall decide, rule or order that any material provision of any of the Loan Documents is invalid or unenforceable; (k) The registration of either Subsidiary Guarantor as an insurer shall be revoked, suspended or otherwise have restrictions or conditions placed upon it and such event would reasonably be expected to have a Material Adverse Effect on the interests of the Bank under the Loan Documents; (l) The Loan Parties shall fail to deliver Collateral when required pursuant to Section 2.11(b) or (c) or as otherwise specified in the Loan Documents, or any Collateral Document shall for any reason (other than pursuant to the terms hereof or thereof) cease to create a valid, perfected and first priority Lien on any material portion of the Collateral; provided that if the Collateral Value of the Collateral falls below any amount required to be maintained pursuant to any Loan Document at any time (the “Required Value”), such circumstance shall not constitute an Event of Default if the Collateral Value of the Collateral is restored to the Required Value within five Business Days of notification by the Bank of such failure or, if earlier, within five Business Days of any Loan Party becoming aware of such failure; (m) In the event that the Loan Parties are required to provide and maintain Collateral pursuant to Section 2.11(b) or (c), the Custodian fails to observe or perform any material provision of the Control Agreement and such failure, if in the reasonable opinion of the Bank is capable of remedy, is not remedied within 30 days after notice thereof has been given to the Custodian by ACE or by the BankLiens; then, and in any such event, the Bank Administrative Agent (i) may, and at the request of the Required Banks shall, by notice to ACEthe Company, (i) terminate declare the Commitment; obligation of the Issuing Bank to issue, extend, or increase the amount of any LOC to be terminated, whereupon the same shall forthwith terminate, and/or (ii) may, and at the request of the Required Banks shall, by notice to the Company, declare all amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Commitment shall terminate and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest protest, or further notice of any kind, all of which are hereby expressly waived by ACE; each Credit Party, and/or (iii) demand that ACE provide may require, or may direct the Issuing Bank to require, the Beneficiary of any LOC to draw the entire amount available to be drawn under such LOC in accordance with (and to the extent permitted by) such LOC and/or (iv) may exercise in respect of the Collateral pursuant any and all remedies of a secured party on default under applicable law and/or (v) require the applicable Applicant to Section 6.02use best efforts to cause the Issuing Bank to be released from all its obligations under each LOC, and/or (vi) exercise any and all other remedies available at law, in equity or otherwise, to secure, collect, enforce or satisfy any Obligations of any of the Credit Parties; provided that in the event of an actual or deemed entry of an order for relief with respect to ACE any Applicant under the Bankruptcy CodeLaw, (x) the Commitment obligation of the Issuing Bank to issue, extend, or increase the amount of any LOC shall automatically terminate, (y) all such amounts shall automatically become due and payable, without presentment, demand, protest protest, or any notice of any kind, all of which are hereby expressly waived by ACE each Applicant, and (z) the obligation of ACE each Applicant to provide Collateral pursuant to cash collateral under Section 6.02 7.02 shall automatically become effective.