FORBEARANCE EVENTS OF DEFAULT. A “Forbearance Event of Default” shall mean the occurrence of any one or more of the following events:
FORBEARANCE EVENTS OF DEFAULT. A Forbearance Event of Default shall mean the occurrence of any one or more of the following events:
a. Borrower shall fail to pay any of the Obligations due under this Agreement;
b. Borrower shall fail to observe or perform any term, covenant or agreement binding on it contained in this Agreement, or any agreement, instrument or document executed in connection herewith;
c. An Event of Default shall have occurred and be continuing under the Loan Agreement or the other Loan Documents other than the Current Defaults as such Current Defaults existed as of the date of this Agreement;
d. The holders of the Subordinated Notes (x) accelerate any payment due under the Subordinated Note Documents as a result of any default or event of default occurring under said Subordinated Note Documents which acceleration has not been rescinded and annulled by the required holders of the Subordinated Notes, or (y) exercise any other remedy available to them under the Subordinated Note Documents as a result of any default or event of default occurring under said Subordinated Note Documents;
e. Any instrument, document, report, schedule, agreement, representation or warranty, oral or written, made or delivered to Agent or Lenders by Borrower in connection with this Agreement is untrue or incorrect in any material respect when made or delivered; or Upon the occurrence of any Forbearance Event of Default, Agent and/or Required Lenders may immediately terminate the Forbearance Period. Upon the termination or expiration of the Forbearance Period, Agent and Lenders shall be entitled to exercise all of their rights and remedies under the Loan Agreement as amended hereby, the Loan Documents and applicable law. Borrower acknowledges that it shall have no claim for damages or otherwise against Agent with respect to any proper termination of the Forbearance Period.
FORBEARANCE EVENTS OF DEFAULT. The Forbearance Period shall immediately terminate and the forbearance set forth in Section 3 of this Forbearance Agreement shall be of no further force and effect upon the occurrence of any of the following (each, a “Forbearance Event of Default”):
(a) the occurrence of one or more Defaults or Events of Default under the Credit Agreement (other than a Specified Event of Default); or
(b) any representation or warranty made or deemed made by the Borrower or any Guarantor herein or which is contained in any certificate, document or financial or other statement created and/or delivered at any time under or in connection with this Forbearance Agreement or on or subsequent to the date hereof under or in connection with any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or
(c) the Borrower or any Subsidiary shall default in the observance or performance of any agreement contained herein.
FORBEARANCE EVENTS OF DEFAULT. Each of the following events (each a "FORBEARANCE EVENT OF DEFAULT" and collectively the "FORBEARANCE EVENTS OF DEFAULT") shall constitute an Event of Default under this Agreement and each of the Loan Documents (whether or not such is an event of default therein):
FORBEARANCE EVENTS OF DEFAULT. A Forbearance Event of Default shall mean the occurrence of any one or more of the following events:
(a) Debtor shall fail to pay any of the Obligations when due under the Debt Documents (as modified pursuant to this Agreement and taking into account any future extension of time, forbearance or waiver, if any, as evidenced by a writing expressly so stating and signed by Debtor and such Lender with respect thereto);
(b) the occurrence of an Event of Default under any of the Debt Documents;
(c) Debtor or Guarantor shall fail to perform its obligations under or otherwise fail to comply with any term or condition of this Agreement;
(d) Debtor shall fail to permit debit entries for purposes of payment of the Obligations pursuant to the electronic payment system set forth at Section 16 hereof;
(e) In the event Debtor shall, at any time during the term of the Debt Documents, sell, lease, assign, transfer or otherwise dispose of assets (other than sales of inventory or collection of accounts receivable in the ordinary course of business of Debtor) which, individually or in the aggregate, equals or exceeds Two Million ($2,000,000.00) Dollars (based upon Debtor's cost of or gross selling price of such assets); provided, however, that the foregoing restriction shall not apply with respect to the CEI Sale;
(f) Debtor's failure to obtain the Subordinated Lenders' (that may currently have a prior lien and security interest in the Equipment to that of the Lenders) subordination of their liens and security interests in the Equipment to the first priority liens and security interests of the Lenders with respect to the Equipment, prior to or simultaneously with the closing of Guarantor's replacement revolving loan facility no later than September 30, 2002;
(g) Debtor's failure to effectuate the first priority lien and security interest grant in favor of the Lenders with respect to the Equipment prior to the closing of a new replacement revolving loan credit facility no later than September 30, 2002; or
(h) Any instrument, document, report, schedule, agreement, representation or warranty, oral or written, made or delivered to Lender by Debtor or Guarantor in connection with this Agreement is untrue or incorrect in any material respect when made or delivered.
FORBEARANCE EVENTS OF DEFAULT. The Forbearance Period shall immediately terminate and this Forbearance Agreement shall be of no further force and effect upon the occurrence of any of the following (each, a "Forbearance Event of Default"):
(a) the occurrence of one or more Defaults or Events of Default under the Credit Agreement (other than a Specified Event of Default); or
(b) any representation or warranty made or deemed made by the Borrower or any Guarantor herein or which is contained in any certificate, document or financial or other statement created and/or delivered at any time under or in connection with this Forbearance Agreement or on or subsequent to the date hereof under or in connection with any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or
(c) the Borrower or any Subsidiary shall default in the observance or performance of any agreement contained herein; or
(d) the Borrower shall make, or permit to be made by any Guarantor, any payment to any Person in respect of the Permanent Subordinated Debt so long as an Event of Default shall continue to exist under of the Credit Agreement and a payment blockage notice shall remain in effect, in each case without the prior written consent of the Administrative Agent, the Documentation Agent and the Lenders.
FORBEARANCE EVENTS OF DEFAULT. Each of the following constitutes an immediate default and event of default (a “Forbearance Event of Default”) under this Agreement and, notwithstanding anything contained in any Loan Document, including, without limitation, any provision therein requiring the Lender to provide the Loan Parties or any other Person with prior notice or an opportunity to cure, an immediate Default and Event of Default under each Loan Document:
FORBEARANCE EVENTS OF DEFAULT. The following events shall constitute Forbearance Events of Default hereunder:
FORBEARANCE EVENTS OF DEFAULT. A “Forbearance Event of Default” shall have occurred hereunder if:
FORBEARANCE EVENTS OF DEFAULT. A Forbearance Event of Default shall mean the occurrence of any one or more of the following events:
(a) Any of Borrowers shall fail to pay any of the Obligations when due under this letter agreement, the Loan Agreement (as amended hereby) or any of the other Credit Documents;
(b) Borrowers shall flail to observe or perform any term, covenant or agreement binding on it contained in this letter agreement, or any agreement, instrument or document executed in connection herewith, subject to the same notice and ten (10) day cure period for non-monetary defaults as is set forth in Section 10.1(C) of the Loan Agreement;
(c) A material adverse change in the business, properties, prospects, condition (financial or otherwise), assets or results of operation of any of Borrowers shall have occurred after the date of Borrowers' execution of this letter agreement;
(d) An Event of Default, other than the Current Defaults, shall have occurred and be continuing; or
(e) Any instrument, document, report, schedule, agreement, representation or warranty, oral or written, made or delivered to Bank by any of Borrowers in connection with this letter agreement is untrue or incorrect in any material respect when made or delivered. Upon the occurrence of any Forbearance Event of Default, the Bank may immediately terminate the Forbearance Period; provided, however, that upon the occurrence of any Forbearance Event of Default described in Section 5(d) with respect to an Event of Default under subsections 10.1(H), (I) or (J) of the Loan Agreement, the Forbearance Period shall automatically terminate and all Obligations shall automatically become immediately due and payable, without notice or demand of any kind. Upon the termination or expiration of the Forbearance Period, Bank shall be entitled to exercise all of its rights, powers and remedies under the Credit Documents and applicable law, including, without limitation, the right to declare all of the Obligations to be immediately due and payable (if such Obligations are not otherwise automatically immediately due and payable as provided herein or in the Credit Documents) and to enforce its liens on, and security interests in, the Collateral. The occurrence of any Forbearance Event of Default shall constitute an Event of Default under the Loan Agreement.
