Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower): (a) Default by such Borrower in the payment when due of any principal of or interest on any Note or other amount payable pursuant to any provision of this Agreement; (b) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreement; (c) Default by such Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 days after written notice thereof to such Borrower by the Lender or by the holder of any Note; (d) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder; (e) Any representation or warranty made by such Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof; (f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 shall be entered or filed against such Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days from the date of its entry; (g) Such Borrower shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or (h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or (i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.
Appears in 7 contracts
Samples: Credit Agreement (Ubs Multi-Strat Fund LLC), Credit Agreement (Ubs Credit Recovery Fund LLC), Credit Agreement (Ubs Equity Opportunity Fund LLC)
Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):
(a) Default by such Borrower in the payment when due of any principal of such Borrower’s Note or default for a period of five (5) Business Days by such Borrower in the payment when due of any interest on any such Borrower’s Note or other amount payable by such Borrower pursuant to any provision of this Agreement;; or
(bi) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j)7.3, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.227.21, 7.22 or 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreement;, or (ii) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4 and 7.10 of this Agreement and such default shall continue for a ten (10) Business Days after the earlier to occur of (A) the date on which such failure shall first become known to any financial officer of such Borrower or (B) written notice thereof is given to such Borrower by the Lender or by the holder of any Note; or
(c) Default by such Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 days after written notice thereof to such Borrower by the Lender or by the holder of any Note;; or
(d) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 Debt issued or assumed or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured secured, in each case in the aggregate amount in excess of $2,500,000, and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;; or
(e) Any representation or warranty made by such Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;; or
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 1,000,000 shall be entered or filed against such Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days from the date of its entry;; or
(g) Such Borrower shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code of 1978, as amended, or an analogous proceeding in a foreign jurisdiction including the Cayman Islands, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend generally payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of or a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companiesAct), trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code of 1978, as amended, or an analogous proceeding in a foreign jurisdiction, including the Cayman Islands, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companiesAct), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 ActAct or similar foreign law, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerAct, or similar foreign law.
Appears in 5 contracts
Samples: Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Equity Long/Short Strategies Fund)
Events of Default Defined. Any one or more (a) Each of the following shall constitute be an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):the Notes.
(ai) Default by such Borrower default for 30 days in the payment when due of any principal of or interest on any Note or other amount payable pursuant to any provision of this Agreementthe Notes;
(bii) Default by such Borrower default in payment when due of the observance principal of, or performance of any covenantpremium, conditionif any, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreementon the Notes;
(ciii) Default failure by such Borrower the Company to purchase Notes tendered pursuant to an offer described under Sections 3.07 or 3.08 hereof in accordance with the observance terms thereof, or performance failure of the Company to comply with the provisions of Section 3.14 hereof;
(iv) failure by the Company or any other covenantof its Restricted Subsidiaries for 60 days after notice, conditionfrom the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes, agreement or provision in this Agreement or in to comply with any of the other Loan Documents and such default shall continue for 30 days after written notice thereof to such Borrower by agreements in the Lender or by the holder of any NoteIndenture;
(dv) Default shall occur default under any evidence mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of indebtedness its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date hereof, if that default:
(A) is caused by a failure of the Company or any Subsidiary of the Company to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in an aggregate such Indebtedness on the date of such default (a "PAYMENT DEFAULT"); or
(B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more;
(vi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $10,000,000 issued 50 million, which judgments are not paid, discharged or assumed or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;
(e) Any representation or warranty made by such Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 shall be entered or filed against such Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed stayed for a period of 60 days from the date of its entrydays;
(gvii) Such Borrower shall the entry by a court having jurisdiction in the premises of (iA) have entered involuntarily against it an a decree or order for relief in respect of the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Bankruptcy Code Company or any of 1978its Significant Subsidiaries (or any group of Subsidiaries that, as amendedtaken together, (iiwould constitute a Significant Subsidiary) not paya bankrupt or insolvent, or admit approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in writing its inability to pay, its debts generally as they become due respect of the Company or suspend payment any of its obligationsSignificant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries (iiior any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) make or of any substantial part of the property of the Company or any of its Significant Subsidiaries, or ordering the winding up or liquidation of the affairs of the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant 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 90 consecutive days; or
(viii) the commencement by the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a voluntary case or proceeding under any applicable Federal or State 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 it to the entry of a decree or order for relief in respect of the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) in an involuntary case or proceeding under any applicable Federal or State 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 it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) or of any substantial part of the property of the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary), or the making by it of an assignment for the benefit of creditors, (iv) apply for, seek, consent toor the admission by it in writing of its inability to pay its debts generally as they become due, or acquiesce in, the appointment taking of a receiver, custodian (excluding investment company custodial arrangements meeting corporate action by the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator or similar official for it Company or any substantial part of its PropertySignificant Subsidiaries (or any group of Subsidiaries that, (vtaken together, would constitute a Significant Subsidiary) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any such action.
(b) The Trustee shall not be deemed to have knowledge of a Default or Event of Default or of the foregoing purposes; oridentity of a Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) unless a Responsible Officer assigned to the Corporate Trust Office of the Trustee has actual knowledge of such Default or Event of Default or of the identity of such Significant Subsidiary or the Trustee receives written notice at the Corporate Trust Office of the Trustee of such Default or Event of Default or of the identity of such Significant Subsidiary with specific reference to such Default or Event of Default or Significant Subsidiary and the Notes and this Indenture.
(hc) When a Default is cured, or when an Event of Default is deemed cured pursuant to Section 4.04 hereof, such Default, or Event of Default, as the case may be, ceases.
(d) A custodian Default under clause (excluding investment company custodial arrangements meeting the requirements of Section 17(fiv) of this Section 4.02 will not be an Event of Default until the 1940 Act with respect to registered investment companies under Trustee or the 1940 Act and custodial arrangements entered into Holders of at least 25% in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision aggregate principal amount of the 1940 Act Notes then Outstanding notify the Company of the Default and the Company does not cure such failure Default within the time specified after receipt of such notice. Such notice must specify the Default and state that it is a "Notice of Default". Any such notice given by Holders shall also be given to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrowerthe Trustee.
Appears in 2 contracts
Samples: Supplemental Indenture (Williams Companies Inc), Ninth Supplemental Indenture (Williams Companies Inc)
Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):
(a) Default by such Borrower in the payment when due of any principal of or interest on any Note or other amount payable pursuant to any provision of this Agreement;
(b) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.23 and 7.24, 7.25 and 7.26, inclusive of this Agreement;
(c) Default by such Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 days after written notice thereof to such Borrower by the Lender or by the holder of any Note;
(d) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;
(e) Any representation or warranty made by such Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;,
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 shall be entered or filed against such Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days from the date of its entry;
(g) Such Borrower shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companiesAct), trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companiesAct), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Ubs Multi-Strat Fund LLC), Credit Agreement (Ubs Event & Equity Fund LLC)
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrowereach, an “Event of Default”):
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2) when and as the same shall become due and payable, or (ii) interest on any Note Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 3.6 and 6.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance Section 6.3(h) or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this AgreementSection 6.8;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 8.1) and such default failure shall continue for 30 days 15 Business Days after Xxxxxxxx’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteAdministrative Agent;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderRequired Lenders may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement delivered to the Administrative Agent or certificate furnished by it pursuant hereto or thereto proves untrue the Lenders shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Required Lenders or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Required Lenders;
(k) hereof(i) the FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Borrower without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Borrower shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default:
(a) Default by such Borrower in the payment within three (3) days when due of any principal of or interest on any Note or Reimbursement Obligation, or in the payment within five (5) days when due of any costs, expenses or fees under this Agreement or any of the other amount payable pursuant to Loan Documents, whether on demand or at the stated due date thereof or as required by Section 2.3 hereof or at any provision of other time provided in this Agreement;
(b) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d)7.3, (e), (h), (i) and (j)7.4, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.177.18, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive or 7.19 of this Agreement, or of any provision of the Collateral Documents requiring the maintenance of insurance on the Collateral subject thereto or dealing with the use or remittance of proceeds of such Collateral;
(c) Default by such Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 thirty (30) days after written notice thereof to such Borrower the Company by the Lender or by the holder of any NoteAgent;
(d) Default shall occur under any evidence of indebtedness for borrowed money in an aggregate principal amount in excess of One Million Dollars ($10,000,000 1,000,000) issued or assumed or guaranteed by such Borrower the Company or any Subsidiary or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;
(e) Any representation or warranty made by such Borrower the Company herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of Five Hundred Thousand Dollars ($10,000,000 500,000) shall be entered or filed against such Borrower the Company, any Subsidiary or against any of its their respective Property or assets and remains unpaid, unvacated, unbonded unbended or unstayed for a period of 60 thirty (30) days from the date of its entry;
(g) Such Borrower The Company or any Subsidiary (other than Wildhawk, Inc. and W.S.C. Water Management Corp.) shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of or a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies)custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies)custodian, receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or the Company, any substantial part of its PropertySubsidiary (other than Wildhawk, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower Inc. and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.W.S.
Appears in 1 contract
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrowereach, an “Event of Default”):
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2) when and as the same shall become due and payable, or (ii) interest on any Note Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 3.6 and 6.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance Section 6.3(h) or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this AgreementSection 6.8;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 8.1) and such default failure shall continue for 30 days 15 Business Days after Borrower’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteAdministrative Agent;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderRequired Lenders may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement delivered to the Administrative Agent or certificate furnished by it pursuant hereto or thereto proves untrue the Lenders shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Required Lenders or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Required Lenders;
(k) hereof(i) the FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Borrower without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Borrower shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any In case one or ------------------------- more of the following shall constitute an Event Events of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):have occurred and be continuing:
(a) Default by such Borrower default in the payment when due of any principal installment of or interest on upon any Note or other amount payable pursuant to any provision of this Agreement;the Notes as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or
(b) Default by such Borrower default in the observance payment of the principal of, Change of Control Purchase Price, Asset Sale Purchase Price, or performance premium, if any, on any of any covenantthe Notes as and when the same shall become due and payable either at maturity, conditionupon redemption or purchase by the Company pursuant to Article Three, agreement by declaration or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreement;otherwise; or
(c) Default by such Borrower failure on the part of the Company, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company in the observance Notes or performance of any other covenant, condition, agreement or provision in this Agreement or in any Indenture for a period of sixty days after the date on which written notice of such failure, which notice must specify the failure, demand it be remedied and state that the notice is a "Notice of Default," shall have been given to the Company by the Trustee by registered mail, which notice the Trustee shall give upon receipt of requests to do so by the holders of at least 25% of the other Loan Documents aggregate principal amount of the Notes at the time outstanding, or to the Company and such default shall continue for 30 days after written notice thereof to such Borrower the Trustee by the Lender or by holders of at least 25% of the holder aggregate principal amount of any Note;the Notes at the time outstanding; or
(d) Default shall occur a default under any evidence of mortgage, indenture, or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any Subsidiary, whether such indebtedness now exists or shall hereafter be created, in an aggregate principal amount exceeding $25,000,000, which default (a) in excess the case of $10,000,000 issued a failure to make payment on any such indebtedness, shall not have been waived, cured or assumed otherwise ceased to exist within 30 days thereafter, or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which (b) in the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity case of any default other than a payment default referred to in clause (a), shall have resulted in such indebtedness evidenced thereby becoming or outstanding thereunder;
(e) Any representation or warranty made by such Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of being declared due and payable prior to the date of the issuance or making thereof;
(f) Any judgment or judgments, writ or writson which it would otherwise have become due and payable, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 shall be entered or filed against such Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days from the date of its entry;
(g) Such Borrower shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under which the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator or similar official for it or any substantial part of principal amount remains unpaid upon its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposesstated maturity; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.
Appears in 1 contract
Samples: Indenture (Kaiser Aluminum Corp)
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrowereach, an “Event of Default”):
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2) when and as the same shall become due and payable, or (ii) interest on any Note Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 3.6 and 6.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance Section 6.3(h) or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this AgreementSection 6.8;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 8.1) and such default failure shall continue for 30 days 15 Business Days after Borrower’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteAdministrative Agent;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, G-43 or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderRequired Lenders may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement delivered to the Administrative Agent or certificate furnished by it pursuant hereto or thereto proves untrue the Lenders shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Required Lenders or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Required Lenders;
(k) hereof(i) the FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or G-44 removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Borrower without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Borrower shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrowereach, an “Event of Default”):
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2) when and as the same shall become due and payable, or (ii) interest on any Note Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 3.6 and 6.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance Section 6.3(h) or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this AgreementSection 6.8;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 8.1) and such default failure shall continue for 30 days 15 Business Days after Borrower’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteAdministrative Agent;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderRequired Lenders may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement delivered to the Administrative Agent or certificate furnished by it pursuant hereto or thereto proves untrue the Lenders shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Required Lenders or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Required Lenders;
(i) hereofthe FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Borrower without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Borrower shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrowereach, an “Event of Default”):
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2) when and as the same shall become due and payable, or (ii) interest on any Note Revolving Loan (including, without limitation, the Revolving Credit Notes and the payments required by Section 2.2), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 3.6 and 6.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance Section 6.3(h) or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this AgreementSection 6.8;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 8.1) and such default failure shall continue for 30 days 15 Business Days after Xxxxxxxx’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteAdministrative Agent;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderRequired Lenders may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement delivered to the Administrative Agent or certificate furnished by it pursuant hereto or thereto proves untrue the Lenders shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Required Lenders or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Required Lenders;
(k) hereof(i) the FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposes; Subsidiaries, or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.
Appears in 1 contract
Samples: Credit Agreement
Events of Default Defined. Any one or more of the following shall constitute an “Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default”:
(a) Default by such Borrower in the payment when due of Company shall fail to pay (i) any scheduled principal of or interest on when due, or (ii) any Note other Obligation (including, without limitation, the payments required by Sections 2.6, 2.7 and 5.8) within five (5) Business Days of when the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or other amount payable pursuant to any provision of this Agreementotherwise;
(b) Default by such Borrower in the observance Company or performance any of its Subsidiaries shall fail to observe or perform any covenantof the covenants, condition, agreement agreements or provision conditions contained in Sections 7.4(d5.1(a), (e5.2(b), (h)5.3, (i) and (j)5.4, 7.65.5, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive or any provision of this AgreementSection 6;
(c) Default by such Borrower in the observance Company or performance any of its Subsidiaries shall fail to observe or perform any of the other covenantcovenants, condition, agreement agreements or provision conditions contained in this Agreement or the Related Documents and such failure shall continue for thirty (30) days after Company’s receipt written notice of such failure by Lender;
(d) the Company or any of its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any other Indebtedness (including, without limitation, any subordinated Indebtedness) aggregating $5,000,000 or more, or with respect to any of the other Loan Documents provisions of any agreement evidencing such Indebtedness, and such default shall continue for 30 days after written notice thereof to beyond any period of grace, if any, specified in such Borrower by agreement, unless the Company or such Subsidiary is contesting such default in good faith and the Lender agrees, in its reasonable discretion, that the Company or by the holder of any Note;
(d) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and Subsidiary is so-contesting such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderdefault;
(e) Any any representation or warranty made by such Borrower the Company herein or in any of the other Loan Related Documents or in any certificate, document or financial statement or certificate furnished by it pursuant hereto or thereto proves untrue delivered to the Lender shall prove to have been incorrect in any material adverse respect as of the date of the issuance time when made or making thereofgiven;
(f) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 5,000,000 shall be entered and final against the Company or filed against such Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after forty-five (45) days from the date of its entryentry thereof (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage);
(g) Such Borrower the Company or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Company or such Subsidiary or a substantial part of its respective assets; (iv) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (v) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (vi) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vii) adopt a plan of liquidation of its assets;
(h) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Company or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any such proceeding filed against itjurisdiction, (vi) fail to contest whether now or hereafter in good faith any appointment effect, in which an order for relief is entered or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues which remains undismissed or unstayed for a period of 60 days; orsixty (60) days or more;
(i) Such Borrower(x) the FDIC, if currently registered under the 1940 ActFRB, or any other Regulatory Authority shall fail to comply in (A) issue any formal material respect with notice, order or directive involving activities deemed unsafe or unsound by the Company or any provision of the 1940 Act and such failure to comply could its Bank Subsidiaries which would reasonably be reasonably expected to have a Material Adverse Effect Effect, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action order, or other directive (including a capital raise directive) involving the Company or any of its Bank Subsidiaries which would reasonably be expected to have a Material Adverse Effect, (C) otherwise materially restrict the ability of the Bank Subsidiaries, as a whole, to pay dividends to the Company without prior regulatory approval, or (y) the FDIC shall terminate its insurance coverage with respect to such Borrowerthe Bank Subsidiaries; or
(j) this Agreement or any of the Related Documents shall at any time cease to be in full force and effect, or the Company shall so assert or shall attempt to revoke or terminate this Agreement or any Related Document.
Appears in 1 contract
Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default:
(a) Default by such Borrower in the payment within three days when due of any principal of or interest on any Note or Reimbursement Obligation, or in the payment within five days when due of any costs, expenses or fees under this Agreement or any of the other amount payable pursuant to Loan Documents, whether on demand or at the stated due date thereof or as required by Section 2.3 hereof or at any provision of other time provided in this Agreement;
(b) Default by such Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d)7.3, (e), (h), (i) and (j)7.4, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive 7.21 or 7.22 of this Agreement, or of any provision of the Collateral Documents requiring the maintenance of insurance on the Collateral subject thereto or dealing with the use or remittance of proceeds of such Collateral;
(c) Default by such Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 days after written notice thereof to such Borrower the Company by the Lender or by the holder of any NoteBank;
(d) Default shall occur under any evidence of indebtedness for borrowed money in an aggregate principal amount in excess of $10,000,000 1,000,000 issued or assumed or guaranteed by such Borrower the Company or any Subsidiary or under any mortgage, agreement or other similar instrument under which the same may be issued or secured and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;
(e) Any representation or warranty made by such Borrower the Company herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 500,000 shall be entered or filed against such Borrower the Company, any Subsidiary or against any of its their respective Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 30 days from the date of its entry;
(g) Such Borrower shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator or similar official for it The Company or any substantial part of its PropertySubsidiary except Wildhawk, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act Inc. and custodial arrangements entered into in the ordinary course of business with respect to all other investment companies), receiver, trustee, conservator, liquidator or similar official shall be appointed for such Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such Borrower.W.S.
Appears in 1 contract
Events of Default Defined. Any one or more of the following shall constitute an “Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default”:
(a) Default by such the Borrower in the payment when due shall fail to pay (i) principal of any principal of Loan (including, without limitation, the Notes and the payments required by Section 2.5(b)) when and as the same shall become due and payable, or (ii) interest on any Note Loan (including, without limitation, the Notes and the payments required by Section 2.5(b)), within five (5) days after the same shall become due and payable, or (iii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 2.6 and 5.8) within ten (10) days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such the Borrower or any of its Subsidiaries shall fail to observe or perform any of the covenants, agreements or conditions contained in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(dSection 5.1(h), (e), (h), (i) and (j), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreement;
(c) Default by such the Borrower in or any of its Subsidiaries shall fail to observe or perform any of the observance covenants, agreements or performance of any other covenant, condition, agreement or provision conditions contained in this Agreement or the Related Documents (other than any such failure that results in an Event of Default as expressly provided in any other paragraph of the other Loan Documents this Section 7.1) and such default failure shall continue for 30 days 15 Business Days after Borrower’s receipt of written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteLender;
(di) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 issued or assumed or guaranteed by such the Borrower or under any mortgageof its Subsidiaries shall default (as principal or guarantor or otherwise) in the payment of any Indebtedness (other than the Obligations) aggregating $100,000 or more; (ii) the maturity of any such Indebtedness shall, agreement in whole or in part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of any contract evidencing, providing for the creation of, or concerning such Indebtedness; or (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other similar instrument under which Person so to accelerate such maturity or require any such prepayment and (B) if the same may be issued contract evidencing, providing for the creation of, or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderLender may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section 7.1 is applicable) binding upon the Borrower or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Borrower and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such the Borrower herein or in any of the other Loan Related Documents or in any certificate, document or financial statement or certificate furnished by it pursuant hereto or thereto proves untrue delivered to the Lender shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 100,000 shall be entered or filed and final against such the Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such the Borrower or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Borrower or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Borrower or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Governmental Authority or any geotechnical engineer or environmental consultant hired by the Borrower, the Lender or any Governmental Authority shall determine that the potential uninsured or unrecoverable liability of the Borrower or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Borrower is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Lender;
(i) hereofthe FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Borrower or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Borrower or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Borrower or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Borrower without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Borrower shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any one or more of the following shall constitute an “Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default”:
(a) Default by such Borrower in the payment when due of any Company shall fail to pay (i) principal of or interest on any Note Loan (including, without limitation, the Notes and the payments required by Section 2.5(b)) when and as the same shall become due and payable, or (ii) fees or other amount payable pursuant to any provision obligations in respect of this Agreementthe Obligations (including, without limitation, payments required by Sections 2.6 and 5.8) within five (5) Business Days after the same shall become due and payable, in either case whether upon demand, at maturity, by acceleration or otherwise;
(b) Default by such Borrower in the observance Company or performance any of its Subsidiaries shall fail to observe or perform any covenantof the covenants, condition, agreement agreements or provision conditions contained in Sections 7.4(d5.1(a), (e5.2(b), (h5.3, 5.4, 5.5, 5.7(a), (i) and (j)5.11, 7.65.12, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.22, 7.23, 7.24, 7.25 and 7.26, inclusive or any provision of this AgreementSection 6;
(c) Default by such Borrower in the observance Company or performance any of its Subsidiaries shall fail to observe or perform any of the other covenantcovenants, condition, agreement agreements or provision conditions contained in this Agreement or in any of the other Loan Related Documents and such default failure shall continue for 30 thirty (30) days after Company’s receipt written notice thereof to of such Borrower failure by the Lender or by the holder of any NoteLender;
(d) Default (i) the Company or any of its Subsidiaries shall occur under default (as principal or guarantor or otherwise) in the payment of any evidence Indebtedness (other than the Obligations) aggregating $1,000,000 or more; (ii) the maturity of indebtedness any such Indebtedness shall, in an aggregate principal amount whole or in excess part, have been accelerated, or any such Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof, in accordance with the provisions of $10,000,000 issued any contract evidencing, providing for the creation of, or assumed concerning such Indebtedness; or guaranteed by (iii) (A) any event shall have occurred and be continuing that permits (or, with the passage of time or the giving of notice or both, would permit) any holder or holders of such Borrower Indebtedness, any trustee or under agent acting on behalf of such holder or holders or any mortgageother Person so to accelerate such maturity or require any such prepayment and (B) if the contract evidencing, agreement providing for the creation of, or other similar instrument under which the same may be issued or secured and concerning such default shall continue Indebtedness provides for a cure period for such event, such event shall not be cured prior to the end of such cure period or such shorter period of time sufficient to permit as the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunderLender may specify;
(e) Any A default shall be continuing under any contract, arrangement, or agreement (other than a contract relating to Indebtedness to which clause (d) of this Section 7.1 is applicable) binding upon the Company or any Subsidiary, except a default that, together with all other such defaults, has not had and will not have a Materially Adverse Effect on the Company and the Subsidiaries taken as a whole.
(f) any representation or warranty made by such Borrower the Company herein or in any of the other Loan Related Documents or in any certificate, document or financial statement or certificate furnished by it pursuant hereto or thereto proves untrue delivered to the Lender shall prove to have been incorrect in any material Material adverse respect as of the date of the issuance time when made or making thereofgiven;
(fg) Any a final judgment (or judgments, writ or writs, or warrant or warrants ) for the payment of attachment, or any similar process or processes in an aggregate amount amounts aggregating in excess of $10,000,000 1,000,000 shall be entered and final against the Company or filed against such Borrower or against any of its Property Subsidiaries, and such judgment (or assets judgments) shall remain outstanding and remains unpaid, unvacatedunsatisfied, unbonded or unstayed for a period of 60 after thirty (30) days from the date of its entryentry thereof;
(gh) Such Borrower the Company or any of its Subsidiaries shall (i) have entered involuntarily against it become insolvent or take or fail to take any action which constitutes an order for relief under the Bankruptcy Code admission of 1978, inability to pay its debts as amended, they mature; (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, ; (iviii) petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a custodian, receiver or any trustee for the Company or such Subsidiary or a substantial part of its respective assets; (vi) suffer a rehabilitation proceeding, custodianship, receivership, conservatorship or trusteeship to continue undischarged for a period of sixty (60) days or more; (iv) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (v) by any act or omission indicate its consent to, approval of or acquiescence in any rehabilitation proceeding or any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companies), trustee, conservator, liquidator conservator or similar official any trustee for it or any substantial part of any of its Propertyproperties; or (vi) adopt a plan of liquidation of its assets;
(i) any Person shall: (i) petition or apply to any tribunal for the appointment of a custodian, receiver, conservator or any trustee for the Company or any Subsidiary or a substantial part of its respective assets which continues undischarged for a period of sixty (v60) institute days or more; (ii) commence any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, marshalling readjustment of assetsdebt, adjustment rehabilitation, dissolution or composition of it liquidation law or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any jurisdiction, whether now or hereafter in effect, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more;
(j) any Government Authority or any geotechnical engineer or environmental consultant hired by the Company, the Lender or any Government Authority shall determine that the potential uninsured or unrecoverable liability of the Company or a Subsidiary for damages caused by the discharge of any Hazardous Substance, including liability for real property damage or remedial action related thereto or liability for personal injury claims, exceeds $1,000,000 and the Company is unable to provide for such proceeding filed against it, (vi) fail to contest liability in a manner reasonably acceptable in good faith any appointment or proceeding described in Section 8.1(hto the Lender;
(i) hereofthe FDIC, the Federal Reserve Board, the OCC, or any other Regulatory Authority shall (viiA) take issue any formal or informal Material notice, order or directive involving activities deemed unsafe or unsound by the Company or any of its Subsidiaries, (B) issue a memorandum of understanding, capital maintenance agreement, cease and desist order, prompt corrective action in furtherance order, or other directive (including a capital raise directive) involving the Company or any of its Subsidiaries, (C) cause the suspension or removal of the Chief Executive Officer or any Executive Vice President of the Company or the Chief Executive Officer of any of the foregoing purposesSubsidiaries, or (D) otherwise restrict the ability of any Subsidiary to pay dividends to the Company without prior regulatory approval, or (ii) the FDIC shall terminate its insurance coverage with respect to the Bank Subsidiaries; or
(hl) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f) this Agreement or any of the 1940 Act with respect Related Documents shall at any time cease to registered investment companies under be in full force and effect, or the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect Company shall so assert or shall attempt to all other investment companies), receiver, trustee, conservator, liquidator revoke or similar official shall be appointed for such Borrower terminate this Agreement or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 days; or
(i) Such Borrower, if currently registered under the 1940 Act, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerRelated Document.
Appears in 1 contract
Events of Default Defined. Any one or more of the following shall constitute an Event of Default with respect to a Borrower (it being agreed that a default by one Borrower shall not itself constitute a default by another Borrower):Default:
(a) Default by such Borrower in the payment when due of any principal of the Note or default for a period of five (5) Business Days by the Borrower in the payment when due of any interest on any the Note or other amount payable by the Borrower pursuant to any provision of this Agreement;; or
(bi) Default by such the Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4(d), (e), (h), (i) and (j)7.3, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.19, 7.20, 7.21, 7.22, or 7.23, 7.24, 7.25 and 7.26, inclusive of this Agreement;, or (ii) Default by the Borrower in the observance or performance of any covenant, condition, agreement or provision in Sections 7.4 and 7.10 of this Agreement and such default shall continue for a ten (10) Business Days after the earlier to occur of (A) the date on which such failure shall first become known to any financial officer of the Borrower or (B) written notice thereof is given to the Borrower by the Lender or by the holder of any Note; or
(c) Default by such the Borrower in the observance or performance of any other covenant, condition, agreement or provision in this Agreement or in any of the other Loan Documents and such default shall continue for 30 thirty (30) days after written notice thereof to such the Borrower by the Lender or by the holder of any Note;; or
(d) Default shall occur under any evidence of indebtedness in an aggregate principal amount in excess of $10,000,000 Debt issued or assumed or guaranteed by such the Borrower or under any mortgage, agreement or other similar instrument under which the same may be issued or secured secured, in each case in the aggregate amount in excess of $2,500,000, and such default shall continue for a period of time sufficient to permit the acceleration of maturity of any indebtedness evidenced thereby or outstanding thereunder;; or
(e) Any representation or warranty made by such the Borrower herein or in any of the other Loan Documents or in any statement or certificate furnished by it pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making thereof;; or
(f) Any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $10,000,000 1,000,000 shall be entered or filed against such the Borrower or against any of its Property or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 sixty (60) days from the date of its entry;; or
(g) Such The Borrower shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due or suspend generally payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of or a receiver, custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements established in the ordinary course of business with respect to all other investment companiesAct), trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code of 1978, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(h) hereof, or (vii) take any action in furtherance of any of the foregoing purposes; or
(h) A custodian (excluding investment company custodial arrangements meeting the requirements of Section 17(f17(b) of the 1940 Act with respect to registered investment companies under the 1940 Act and custodial arrangements entered into in the ordinary course of business with respect to all other investment companiesAct), receiver, trustee, conservator, liquidator or similar official shall be appointed for such the Borrower or any substantial part of its Property, or a proceeding described in Section 8.1(g)(v) shall be instituted against such the Borrower and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 60 sixty (60) days; or
(i) Such The Borrower, if currently registered under the 1940 ActAct or similar foreign law, shall fail to comply in any material respect with any provision of the 1940 Act and such failure to comply could be reasonably expected to have a Material Adverse Effect with respect to such BorrowerAct, or similar foreign law.
Appears in 1 contract
