Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding. (a) Any Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other amount (other than an amount referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document. (b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made. (c) CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI. (d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender. (e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary. (f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or (ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC. (g) Any of the following events shall occur with respect to any Pension Plan: (i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due. (h) Any Change in Control shall occur. (i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall (i) become insolvent or generally fail to pay debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing. (j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder. (k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Crown Cork & Seal Co Inc), Credit Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (fSection 5.01(g) or (i) of h), Section 5.01, clause (a) of Section 5.02 5.08 (with respect to the maintenance and preservation of CCSCBorrower’s corporate existence) or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to CCSC Borrower by the Administrative Agent or any LenderAgent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (ij) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Borrower’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower or any other Loan Party shall default (i) in the payment when due of any principal of any Loan (including on any Installment Payment Date) or any reimbursement obligation in respect of any LC DisbursementL/C Obligation, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) any fees payable hereunder (and such default shall continue unremedied for a period of five daysBusiness Days), or (iii) in the payment when due of any Fee described in Section 2.11 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default in the payment of any such fee or other amount shall continue unremedied for a period of 20 Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank Collateral Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eSections 5.01(e), (f5.01(f) or (i) of Section 5.015.01(j), clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Borrower’s corporate existence) or Article VI.
(d) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier to occur of (i) knowledge of such default by an executive officer or Financial Officer (or any other officer or similar official with responsibility for the administration of the obligations of the Borrower in respect of this Agreement) of the Borrower and (ii) written notice thereof shall have been given to CCSC by of such default from the Administrative Agent or any LenderLender to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 25.0 million (to the extent not (i) paid, (ii) covered by insurance as to which such insurer has been notified of such judgment or order and has not denied coverage or (iii) covered by an indemnity by a third party as to which such Person has been notified of such judgment or order and has accepted liability for payment of such judgment or order) individually or in the aggregate shall be rendered against CCSC the Borrower or any of its Restricted Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed,
(ii) such judgment has not been bonded pending appeal, stayed, vacated or discharged within 60 days of entry, or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCeffect.
(g) Any An ERISA Event (or termination, withdrawal or event of the following events shall occur noncompliance with applicable law or plan terms with respect to any Pension Plan:
(iForeign Plans) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, shall have occurred that, if CCSC or a Subsidiary when taken together with all other ERISA Events and terminations, withdrawals and events of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs noncompliance with respect to any Pension Plan sufficient Foreign Plans that have occurred, could reasonably be expected to give rise to have a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was dueMaterial Adverse Effect.
(h) Any Change in of Control shall occur.
(i) CCSC The Borrower or any of its Subsidiaries Restricted Subsidiary (other than an Immaterial SubsidiariesRestricted Subsidiary) shall
(i) become insolvent or generally fail to pay debts generally as they become due;
(ii) apply for, consent to, to or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries Restricted Subsidiary or substantially all of the property of any thereofits property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries Restricted Subsidiary or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC the Borrower or any such Subsidiaries, Restricted Subsidiary (other than any dissolution or liquidation permitted under Section 6.03) and, if any such case or proceeding is not commenced by CCSC the Borrower or such any Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the Borrower or such any Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC and each such Subsidiary the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizingindicating its consent to, approval of, or in furtherance ofacquiescence in, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements Agreement or any Non-U.S. Guarantee Agreement shall cease to be in full force and effect or CCSC (except in accordance with the terms thereof) or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Loan Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document (subject if and to the terms extent perfection may be achieved by the taking of actions required under the Intercreditor AgreementSecurity Documents), except as a result of to the extent such failure results from (i) the gross negligence or willful misconduct of the Collateral Agent’s failure Agent following the request of the Borrower to take any action reasonably requested by CCSC in order actions with respect to maintain a valid the validity and perfected Lien on any Collateral perfection of such Liens or (ii) any action taken the loss of possessory Collateral by the Collateral Agent to release any Lien on any Collateralor the Administrative Agent, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Listing of Events of Default. Each of the following ----------------------------- events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements Loans or Letters Obligations in respect of Credit Loans are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements Loans or Letters Obligations in respect of Credit Loans are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan Borrower shall default (and such default shall continue unremedied for a period of three Business Days)) in the payment when due of any interest on any Loan, or (iii) any Borrower shall default after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee fee described in Section 2.11 2.08 or of any other amount (other than an amount referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentObligation.
(b) Any representation or warranty of CCSC or any other Loan Party Borrower made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party Borrower to the Administrative Agent, the Issuing Bank Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect when made in any material respect when made or deemed maderespect.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s 's corporate existence) or Article VI and, with respect to any default by CCSC in the performance of its obligations under Article VI, any such default (if capable of being remedied within such period) shall not be remedied within five Business Days after any officer of CCSC obtains actual knowledge thereof.
(d) CCSC or any other Loan Party Borrower shall default in the due performance and observance of any other agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC or such Borrower by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness (other than Indebtedness described in paragraph (a) above) of the Borrower or any of its Subsidiaries having a principal amount, individually or in the aggregate, equal to or in excess of $100,000,000 or (ii) in the performance or observance of any obligation or condition with respect to any Material such Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturityIndebtedness; provided, that this clause -------- (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that (A) such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event -------- and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any (B) such Material Indebtedness is in an aggregate principal amount not equal to or in excess of an Immaterial Subsidiary$100,000,000.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 100,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and (A) such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC, or (B) CCSC does not have sufficient cash reserves to pay in full such judgment.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires -------- another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s 's Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Significant Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such its Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such its Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such of its Significant Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder, if at the time of or at any time following such cessation or repudiation, any Subsidiary Borrower Obligation is outstanding.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any the Borrower shall default (i) in the payment fail to pay when due of any principal of on any Loan (including BA Loans) or shall fail to pay when due any reimbursement obligation in respect of any LC Disbursement, Bankers’ Acceptance;
(iib) in the payment Borrower shall fail to pay when due of any accrued interest on any Loan (including BA Loans and Bankers’ Acceptances), or any reimbursement obligation made under any Letter of Credit or any fees or any other amount payable hereunder, and such default failure shall continue unremedied for a period of three (3) Business DaysDays following the due date thereof;
(c) the Borrower shall fail to observe or perform any covenant or agreement contained in Article VI, Article VII or Section 5.12 (as it relates to Article VII of the U.S. Credit Agreement) of this Agreement;
(d) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referenced in Sections 8.1(a), (b) and (c)) and such failure continues for a period of thirty (30) days after the earlier of (i) the date any Authorized Officer of any Loan Party acquires knowledge of such failure, or (iiiii) after written notice of such failure has been given to any Loan Party by Global Administrative Agent or any Lender;
(e) any representation, warranty, certification or statement made or deemed to have been made by any Loan Party in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Combined Loan Document shall prove to have been incorrect in any material respect when made;
(f) any Loan Party shall fail to make one or more payments when due on any Indebtedness of such Person (including, without limitation, notice delivered by way of submission of an invoiceany payment due under a Hedging Agreement, but excluding any payment due under any Combined Loan Document) (and such default in a principal amount equal to or greater than U.S.$5,000,000 individually or $10,000,000 in the aggregate beyond any applicable grace period provided with respect thereto which shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 uncured or of unwaived, or any other amount (other than an amount referred to in the foregoing clauses event or condition shall occur and be continuing which event or condition (i) and (ii)) payable under this Agreement or any other Loan Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default results in the due performance and observance acceleration of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become dueIndebtedness, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at entitles the time it is acquired by CCSC or another Subsidiary (or by virtue holder of such acquisition) Indebtedness to accelerate the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination maturity thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.;
(g) Any of the following events any Loan Party shall occur commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any Pension Plan:
bankruptcy, insolvency, corporate or other similar Governmental Rule now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (iCanada), the Companies Creditors Arrangement Act (Canada) or the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension PlanWinding-up and Restructuring Act (Canada), or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, seeking the appointment of a trustee, receiver, sequestrator liquidator, custodian or other custodian for CCSC similar official of it or any substantial part of such Subsidiaries or substantially all of the property of any thereofits property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall admit in writing its inability to pay its debts as they become due or shall admit to any of the circumstances, facts or events in clause (g) or (h) of this Section 8.1, or shall take any corporate, partnership or limited liability company action to authorize any of the foregoing;
(iiih) an involuntary case or other proceeding shall be commenced against any Loan Party seeking liquidation, reorganization, dissolution, winding up, or other similar relief (including re-composition or readjustment) with respect to it or its debts under any bankruptcy, insolvency, corporate or other similar Governmental Rule now or hereafter in effect, including, without limitation, under the absence of such applicationBankruptcy and Insolvency Act (Canada), consent the Companies Creditors Arrangement Act (Canada) or acquiescencethe Winding-up and Restructuring Act (Canada), permit or suffer to exist seeking the appointment of a trustee, receiver, sequestrator liquidator, custodian or other custodian for CCSC similar official of it or any of such Subsidiaries or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator involuntary case or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to remain undismissed, undischarged, unbonded or acquiesced in by CCSC unstayed for a period of sixty (60) consecutive days; or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in be entered against any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights Loan Party under the Loan Documents; orBankruptcy and Insolvency Act (Canada) or other similar Governmental Rules as now or hereafter in effect;
(vi) take one (1) or more final judgments or orders (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage and a copy of such acknowledgement has been delivered to the Global Administrative Agent) for the payment of money aggregating in excess of U.S.$2,000,000 shall be rendered against any corporate Loan Party and such judgment or partnership action order shall continue unsatisfied or unstayed for sixty (or comparable action, in the case of any other form of legal entity60) authorizing, or in furtherance of, any of the foregoing.days;
(j) The obligations of CCSC under Article IX [reserved];
(k) this Agreement or the obligations of any other Combined Loan Party under the Guarantee Agreements Document shall cease to be in full force and effect or CCSC shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party, or any such other Loan Party shall repudiate its obligations thereunder.
deny that it has any further liability or obligation under any of the Combined Loan Documents to which it is a party, or any Lien created by the Combined Loan Documents shall for any reason (kother than the release thereof in accordance with the Combined Loan Documents) Any cease to be a valid, first priority, perfected Lien (subject only, with respect to priority, to Permitted Encumbrances other than those of the type described in clause (g) of the definition thereof) upon any of the Collateral purported to be created under covered thereby;
(l) any Security Document circumstance or event shall fail or cease to beoccur that has had since December 31, 2003, or shall that would reasonably be asserted by any Loan Party not expected to be, have a valid and perfected Lien on any Collateral, Material Adverse Effect with the priority required by the applicable Security Document (subject respect to the terms of the Intercreditor Agreement)Borrower and its Subsidiaries, except taken as a result whole;
(m) a Change of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.Control shall occur;
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstandingoutstanding , and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower The Borrowers shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of five Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Borrower shall default in the due performance and observance of any of its obligations under clause (eg), (fi) or (ik) of Section 5.01, 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date written notice thereof shall have been given to CCSC of such default is delivered by the Administrative Agent to the Borrower Representative or by any LenderLoan Party to the Administrative Agent pursuant to Section 5.01(f).
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 7.5 million individually or in the aggregate shall be rendered against CCSC Holdings or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.any Borrower
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA which is not cured within 20 days from the date Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any of its their Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent cease to be Solvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Loan Party or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX Holdings or the obligations of any other Subsidiary Loan Party under the Guarantee Agreements Guaranty Agreement, as applicable, shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien on Collateral having a fair market value in excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any CollateralDocument.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute (i) an “"Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.":
(a) Any Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan (iincluding BA Loans and Bankers' Acceptances), or any reimbursement obligation for a disbursement made under any Letter of Credit or Bankers' Acceptance, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender, the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) any Loan Party shall default in the performance of any of its obligations under Article VII or any other Article of this Agreement other than under Article V; or any Loan Party shall default in the performance of any of its obligations under Article V or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three Business Daysthirty (30) days after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) either Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) either Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take 66 advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of either Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Borrower of all or any substantial part of its assets, or (iii) after notice (includingsimilar relief in respect of either Borrower under any law relating to bankruptcy, without limitationinsolvency, notice delivered by way reorganization, winding-up, or composition or adjustment of submission of an invoice) (debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of five 60 days; or (iv) an order for relief against either Borrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada); or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the payment when due aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) any Fee described in Section 2.11 Loan Party takes, suffers or permits to exist any of any other amount (other than an amount the events or conditions referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause paragraphs (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existenceg) or Article VI.
(d) CCSC or if any other Loan Party shall default so state in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentswriting; or
(vj) take a Change of Control shall occur; or
(k) the Liens created by the Security Documents shall at any corporate time not constitute a valid and perfected Lien on the collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or partnership action (possession is required herein or comparable actiontherein) in favor of the Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in the case of any other form of legal entity) authorizing, or in furtherance ofaccordance with its terms, any of the foregoing.
(j) The obligations of CCSC under Article IX Security Documents shall for whatever reason be terminated or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to beeffect, or the enforceability thereof shall be asserted contested by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.Party; or
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute (i) an “"Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.":
(a) Any Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (iwhich shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or 50 relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender, the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) any Loan Party shall default in the performance of any of its obligations under Section 5.7 or Article VII or any other Article of this Agreement other than under Article V (other than Section 5.7); or any Loan Party shall default in the performance of any of its obligations under Article V (other than Section 5.7) or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three Business Daysthirty (30) days after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower of all or any substantial part of its assets, or (iii) after notice (includingsimilar relief in respect of the Borrower under any law relating to bankruptcy, without limitationinsolvency, notice delivered by way reorganization, winding-up, or composition or adjustment of submission of an invoice) (debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of five 60 days; or (iv) an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada); or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the payment when due aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) any Fee described in Section 2.11 Loan Party takes, suffers or permits to exist any of any other amount (other than an amount the events or conditions referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause paragraphs (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existenceg) or Article VI.
(d) CCSC or if any other Loan Party shall default so state in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentswriting; or
(vj) take a Change of Control shall occur; or
(k) the Liens created by the Security Documents shall at any corporate time not constitute a valid and perfected Lien on the collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or partnership action (possession is required herein or comparable actiontherein) in favor of the Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in the case of any other form of legal entity) authorizing, or in furtherance ofaccordance with its terms, any of the foregoing.
(j) The obligations of CCSC under Article IX Security Documents shall for whatever reason be terminated or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to beeffect, or the enforceability thereof shall be asserted contested by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.Party; or
Appears in 1 contract
Samples: Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (il) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Borrower’s corporate existence) or Article VI.
(d) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5.0 million individually or in the aggregate shall be rendered against CCSC the Borrower or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,0002.0 million; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or noncompliance with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) of or, when taken together with all other ERISA which is not cured within 20 days from the date Events, and noncompliance with respect to Foreign Plans, that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC The Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due or admit in writing inability to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC the Borrower or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement)Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since June 30, 2003, except as specifically set forth in the Information Memorandum, the occurrence of a Material Adverse Effect.
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s the Parent Guarantor's or the Borrower's corporate existence) or Article VI.
(d) CCSC The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue con- tinue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by from the Administrative Agent or (given at the request of any Lender) to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5.0 million individually or in the aggregate shall be rendered against CCSC the Borrower, Parent Guarantor or any of its their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member could be required to make a contribution to such Pension Plan, or ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension PlanPlan which, in excess of $75,000,000; provided, that, if CCSC individually or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable aggregate, could reasonably be expected to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as have a result of the acquisition, Material Adverse Effect; or
(ii) a contribution failure occurs an ERISA Event, or noncompliance with respect to any Pension Plan sufficient Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date Foreign Plans that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC have occurred, could, individually or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such applicationaggregate, consent or acquiescence, permit or suffer reasonably be expected to exist the appointment of have a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoingMaterial Adverse Effect.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any LoansAdvances, LC Disbursements Disbursements, Bankers’ Acceptances, Notional Bankers’ Acceptances or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no LoansAdvances, LC Disbursements Disbursements, Bankers’ Acceptances, Notional Bankers’ Acceptances or Letters of Credit are outstanding.:
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan Advance (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan Advance (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.14 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the any Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Loan Agreement Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (ig) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Canadian Parent’s or any Borrower’s corporate existence) ), Section 5.16 or 5.20 or Article VI.
(d) CCSC Any Loan Agreement Party or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC the defaulting Loan Party by the Administrative Agent or any Lenderthe Requisite Lenders.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5,000,000 individually or in the aggregate (to the extent not fully covered by insurance (less any deductible) issued by an insurer other than the Canadian Parent or any Affiliate thereof which is a reputable and solvent insurer and as to which the insurer has acknowledged responsibility to pay such judgment or order) shall be rendered against CCSC the Canadian Parent or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCeffect.
(g) Any ERISA Event shall have occurred; the Canadian Parent or any Subsidiary of the following events Canadian Parent or an ERISA Affiliate has incurred or is likely to incur any liability to or on account of a group health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 160.103) under Section 4980B of the Code and/or the Health Insurance Portability and Accountability Act of 1996, or the Canadian Parent or any Subsidiary of the Canadian Parent has incurred or is likely to incur liabilities pursuant to one or more Welfare Plans that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Pension Plans or Foreign Plans; a “default,” within the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Pension Plan or Multiemployer Plan:
; any applicable law, rule or regulation is adopted, changed or interpreted, or the interpretation or administration thereof is changed, in each case after the date hereof, by any governmental authority or agency or by any court (i) the taking of any specific actions by CCSCa “Change in Law”), any member of its Controlled Group or any other Person to terminate a Pension Plan ifor, as a result of such terminationa Change in Law, CCSC an event occurs following a Change in Law, with respect to or otherwise affecting any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Welfare Plan, in excess Foreign Plan or Multiemployer Plan; or an event of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs noncompliance with respect to any Pension Plan, Welfare Plan, Foreign Plan sufficient or Multiemployer Plan has occurred; (ii) there shall result from any such event or events described in (i) immediately above the imposition of a Lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (iii) such Lien, security interest or liability, individually, and/or in the aggregate, in the opinion of the Lenders, has had, or could reasonably be expected to give rise to have, a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was dueMaterial Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC The Canadian Parent or any of its Subsidiaries (other than Immaterial Subsidiaries) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, to or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Canadian Parent or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Canadian Parent or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC the Canadian Parent and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC the Canadian Parent or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC the Canadian Parent or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the Canadian Parent or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC the Canadian Parent and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC any Loan Agreement Party under its Guarantee in Article IX or the obligations of any other Loan Party under the its Guarantee Agreements Agreement shall cease to be in full force and effect or CCSC any Loan Agreement Party or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any CollateralCollateral in favor of the Collateral Agent, with the priority required by the applicable Security Document (subject to Document; provided that the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain have a valid and perfected Lien with the priority required by the applicable Security Document on any Collateral or (ii) any action taken by in favor of the Collateral Agent shall not give rise to release a Default under this Section 7.01(k), unless the aggregate fair market value of all Collateral over which the Collateral Agent fails to have a valid and perfected Lien with the priority required by the applicable Security Document equals or exceeds $1,000,000.
(l) The subordination provisions relating to the Subordinated Notes or any Lien on Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or any CollateralLoan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Samples: Credit Agreement (Intertape Woven Products Services S.A. De C.V.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements Dis- Table of Contents bursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower The Borrowers shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of five Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s the Parent Guarantor's or the Borrower's corporate existence) or Article VI.
(d) CCSC The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by from the Administrative Agent or (given at the request of any Lender) to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5.0 million individually or in the aggregate shall be rendered against CCSC the Borrower, Parent Guarantor or any of its their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member could be required to make a contribution to such Pension Plan, or ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension PlanPlan which, in excess of $75,000,000; provided, that, if CCSC individually or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable aggregate, could reasonably be expected to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as have a result of the acquisition, Material Adverse Effect; or
(ii) a contribution failure occurs an ERISA Event, or noncompliance with respect to any Pension Plan sufficient Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date Foreign Plans that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC have occurred, could, individually or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such applicationaggregate, consent or acquiescence, permit or suffer reasonably be expected to exist the appointment of have a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoingMaterial Adverse Effect.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”"EVENT OF DEFAULT", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”"EVENT OF TERMINATION", if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (e), (f) or (ij) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s the Borrower's corporate existence) or Article VI.
(d) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 10.0 million individually or in the aggregate shall be rendered against CCSC the Borrower or any of its their Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member could be required to make a contribution to such Pension Plan, or ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to any Pension Plan sufficient Foreign Plans, shall have occurred that when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to give rise Foreign Plans that have occurred, could reasonably be expected to have a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was dueMaterial Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) Any Loan Party shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, to or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries Loan Party or substantially all of the property of any thereofits property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries Loan Party or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided PROVIDED that CCSC and each such Subsidiary Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, Loan Party and, if any such case or proceeding is not commenced by CCSC or such Subsidiaryany Loan Party, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary Loan Party or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided ; PROVIDED that CCSC and each such Subsidiary Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, for the purpose of effecting any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements Agreement shall cease to be in full force and effect or CCSC (except in accordance with its terms) or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Security Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document Document.
(subject l) The subordination provisions relating to the Convertible Notes or any other Subordinated Debt (the "SUBORDINATION PROVISIONS") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any CollateralSubordination Provisions.
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of -------- Default”, ," if any Loans, LC Disbursements or Letters of Credit are outstanding, ------- and (ii) an “"Event of Termination”, ," if no Loans, LC Disbursements or Letters of --------------------- Credit are outstanding.:
(a) Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Collateral Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Loan Party shall default in the due performance and observance of any of its obligations under clause (ei), (fj) or (in) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s any Parent Guarantor's or any Borrower's corporate existence) or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 25.0 million individually or in the aggregate shall be rendered against CCSC any Loan Party or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCCrown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,0002.0 million; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event or noncompliance with respect to any Pension Plan sufficient to give Non-U.S. Plans shall have occurred that gives rise to a Lien under Section 302(f) of or, when taken together with all other ERISA which is not cured within 20 days from the date Events and noncompliance with respect to Non-U.S. Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for CCSC such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC each Loan Party and each such Subsidiary hereby -------- expressly authorizes authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Loan Party or any such SubsidiariesSubsidiary, and, if any such case or proceeding is not commenced by CCSC any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement)Agreements, except as a result of (i) the Collateral Agent’s Agents' failure to take any action reasonably requested by CCSC any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent Agents to release any Lien on any CollateralCollateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five daysBusiness Days, or
(iii) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.Document and such default shall continue unremedied for a period of five Business Days;
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or contained in any other writing or certificate written document required to be delivered pursuant to any Loan Document furnished by or on behalf of CCSC or any other Loan Party to the Administrative any Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower or any other Loan Party shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC DisbursementReimbursement Obligation, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period or of three Business Days), any fees payable pursuant to Section 2.12(a) or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoiceb) (and such default shall continue unremedied for a period of five daysBusiness Days), or (iii) in the payment when due of any Fee fee described in Section 2.11 2.12(c) or (d) or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default in the payment of any such fee or other amount shall continue unremedied for a period of 20 Business Days).
(b) Any representation or warranty of CCSC any Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC any Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank Collateral Agent, the European Collateral Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eSections 5.01(f), (f5.01(g) or (i5.01(k), Section 5.02(a) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe U.S. Borrower’s corporate existence) ), Section 5.17(b), Section 5.19, Section 5.20, Section 5.21 or Article VI.
(d) CCSC Any Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier to occur of (i) knowledge of such default by an executive officer or Financial Officer (or any other officer or similar official with responsibility for the administration of the obligations of the Borrowers in respect of this Agreement) of any Borrower and (ii) written notice thereof shall have been given to CCSC by of such default from the Administrative Agent or any LenderLender to the U.S. Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period)due, whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 25.0 million (to the extent not (i) paid, (ii) covered by insurance as to which such insurer has been notified of such judgment or order and has not denied coverage or (iii) covered by an indemnity by a third party as to which such Person has been notified of such judgment or order and has accepted liability for payment of such judgment or order) individually or in the aggregate shall be rendered against CCSC any Borrower or any of its Subsidiaries Restricted Subsidiary (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been bonded pending appeal, stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCeffect.
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of of, or failure to take, any specific actions by CCSC, any member of its Controlled Group Borrower or any Restricted Subsidiary or ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such terminationact or omission, CCSC any Borrower or any such member could be required to make a contribution to such Pension Plan, Restricted Subsidiary or ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan, Plan which could reasonably be expected to result in excess a Material Adverse Effect or in the imposition of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net Lien on any properties of the amount of U.S. Borrower or any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, Restricted Subsidiary; or
(ii) a contribution failure occurs an ERISA Event, or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to any Pension Plan sufficient Foreign Plans, shall have occurred that when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to give rise Foreign Plans that have occurred, could reasonably be expected to have a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was dueMaterial Adverse Effect.
(h) Any Change in of Control shall occur.
(i) CCSC Any Borrower or any of its Subsidiaries Restricted Subsidiary (other than an Immaterial SubsidiariesRestricted Subsidiary) shall
(i) become insolvent or generally (and with respect to the European Loan Parties, on a persistent basis) fail to pay debts as they become due;
(ii) apply for, consent to, to or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC such Borrower or any of such Subsidiaries Restricted Subsidiary or substantially all of the property of any thereofits property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Borrower or any of such Subsidiaries Restricted Subsidiary or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary Borrower hereby expressly authorizes the Administrative each Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Borrower or any such Subsidiaries, Restricted Subsidiary (other than any dissolution or liquidation permitted under Section 6.03) and, if any such case or proceeding is not commenced by CCSC any Borrower or such any Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC any Borrower or such any Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC and each such Subsidiary Borrower hereby expressly authorizes the Administrative each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizingindicating its consent to, approval of, or in furtherance ofacquiescence in, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements Agreement or any Non-U.S. Guarantee Agreement shall cease to be in full force and effect or CCSC (except in accordance with the terms thereof) or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Loan Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document (subject Document, except to the terms of the Intercreditor Agreement), except as a result of extent such failure results from (i) the gross negligence or willful misconduct of the Collateral Agent or the European Collateral Agent’s failure , as applicable, following the request of the U.S. Borrower to take any action reasonably requested by CCSC in order actions with respect to maintain a valid the validity and perfected Lien on any Collateral perfection of such Liens or (ii) any action taken the loss of possessory Collateral by the Collateral Agent, the European Collateral Agent to release any Lien on any Collateralor the Administrative Agent, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower shall default (i) in the payment when due of any principal or premium of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of five (5) Business Days after notice thereof by the Administrative Agent to Borrower).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC Borrower or any other Loan Party to the Administrative Agent, the any Issuing Bank Bank, or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Loan Party shall default in the due performance and observance of any of its obligations under clause Section 5.01 (e), (fg) or (i) of h), Section 5.01, clause (a) of Section 5.02 5.08 (with respect to the maintenance and preservation of CCSCBorrower’s corporate existence) ), Section 5.19 or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to CCSC Borrower by the Administrative Agent or any LenderAgent.
(e) A default shall occur and be continuing (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables to enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, provided that this clause (iie)(ii) shall not apply to any default under any such Material secured Indebtedness that becomes due solely as a result of a Subsidiary existing at the time it is acquired by CCSC voluntary sale or another Subsidiary (transfer of the Property or by virtue of such acquisition) to the extent that assets securing such Indebtedness if such sale or transfer is repaid or prepaid in full promptly following permitted hereunder and under the documents providing such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial SubsidiaryIndebtedness.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5,000,000 (to the extent not covered by valid third party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) individually or in the aggregate shall be rendered against CCSC any Loan Party or any of its their Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and has not been stayed, or
(ii) there shall be any period (after any applicable statutory grace period) vacated or discharged within 60 days of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCentry.
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group ERISA Entity or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member ERISA Entity could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) an ERISA Event shall have occurred, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was dueMaterial Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any Subsidiary of its Subsidiaries (other than Immaterial Subsidiaries) a Loan Party shall:
(i) become insolvent or generally fail to or become unable to or admit in writing its inability to pay debts as they become due, or declare any general moratorium on its indebtedness, or propose a compromise or arrangement between it and any class of its creditors;
(ii) apply for, consent to, or acquiesce in, in the appointment of or taking possession by, a trustee, receiver, sequestrator sequestrator, administrator or other custodian for CCSC such Loan Party or any of such Subsidiaries Subsidiary or substantially all of the property of any thereof, commit an act of bankruptcy under any foreign law, or make a proposal (or file a notice of its intention to do so) under such foreign law or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist exist, or become the subject of, the appointment of a trustee, receiver, sequestrator sequestrator, administrator or other custodian for CCSC such Loan Party or any of such Subsidiaries Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator sequestrator, administrator or other custodian shall not be discharged or stayed within 60 days, ; provided that CCSC and each such Subsidiary the Loan Parties hereby expressly authorizes authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) commence or permit or suffer to exist the commencement of of, or become the subject of, any bankruptcy, insolvency, reorganization, debt arrangement arrangement, compromise, adjustment, relief or composition of it or its debts or other case or proceeding under any bankruptcy or insolvency lawlaw (including, without limitation, U.S. Bankruptcy Law or under applicable corporations legislation, at common law or in equity, or any dissolution, winding up or liquidation proceedingproceeding (except to the extent permitted pursuant to Section 6.03(a)), in respect of CCSC any Loan Party or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC and each such Subsidiary Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, authorizing any of the foregoing.
(j) The obligations Any security interest and Lien purported to be created by any Security Document with respect to Collateral having an aggregate fair market value in excess of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements $100,000 shall cease to be in full force and effect effect, or CCSC shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority (except as otherwise expressly provided in such Security Document) security interest in and Lien on all of the Collateral thereunder) in favor of the Collateral Agent, or any such security interest and Lien purported to be created by any Security Document shall be asserted by Borrower or any other Loan Party shall repudiate its obligations thereundernot to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates actually received by it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements in the applicable jurisdictions as required under the UCC to continue the perfection of such security interest or the equivalent in the applicable jurisdiction.
(k) Any Lien purported Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be created under any Security Document shall fail or cease to benull and void, or a proceeding shall be asserted commenced by any Loan Party not or any other person, or by any Governmental Authority, seeking to be, a valid and perfected Lien on establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreementprovision thereof), except as a result or any Loan Party shall repudiate or deny any portion of (i) its liability or obligation for the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any CollateralObligations.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Table of Contents Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (il) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Borrower’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Constar Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or or
(iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.Document and such default shall continue unremedied for a period of three Business Days;
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative any Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.;
(c) CCSC Borrower shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCBorrower’s corporate existence) or Article VI.;
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, Document and such default shall continue unremedied for a period of 30 days after the date when Borrower obtains actual knowledge or notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.of such default;
(e) A default shall occur occur
(i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or Indebtedness, or
(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables to enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.;
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 25,000,000 individually or in the aggregate (net of any amount (x) covered by insurance by a reputable independent third-party insurer which has not denied liability or (y) covered by a third-party indemnity from a solvent third party financially capable of making such payments which has not denied liability) shall be rendered against CCSC Borrower or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy have been stayed, vacated or policies discharged within 60 days of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.entry;
(g) Any of the following events An ERISA Event shall occur have occurred that, when taken together with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCall other ERISA Events that have occurred, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect be expected to incur result in a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.Material Adverse Effect;
(h) Any Change in Control shall occur.;
(i) CCSC Any Loan Party or any of its their Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;,
(ii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;,
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, ; provided that CCSC any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;,
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Loan Party or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or any Loan Party such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Col- lateral Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; , or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.;
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the its Guarantee Agreements Agreement shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate in writing its obligations thereunder.;
(k) Any Lien purported to be created under any Security Document Pledge Agreements shall fail or cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document Pledge Agreement; and
(subject l) The subordination provisions relating to any Permitted Subordinated Indebtedness or Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Administrative Agent or the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any CollateralSubordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of five Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (ef), (fg), (i) or (ik) of Section 5.01, 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) 5.02, Section 5.19 or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date written notice thereof shall have been given to CCSC of such default is delivered by the Administrative Agent to the Borrower or by any LenderLoan Party to the Administrative Agent pursuant to Section 5.01(f).
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 7.5 million individually or in the aggregate shall be rendered against CCSC Holdings or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA which is not cured within 20 days from the date Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any of its their Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent cease to be Solvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingproceeding (except to the extent permitted by Section 6.03(b)), in respect of CCSC any Loan Party or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX Holdings or the obligations of any other Subsidiary Loan Party under the Guarantee Agreements Guaranty Agreement, as applicable, shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien on Collateral having a fair market value in excess of $5.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any CollateralLien, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any CollateralDocument.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Either Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of five Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Either Borrower shall default in the due performance and observance of any of its obligations under clause (eg), (fi) or (ik) of Section 5.01, 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI, to the extent applicable to such Person.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 7.5 million individually or in the aggregate shall be rendered against CCSC or any member of its Subsidiaries the Restricted Group (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCeither Borrower.
(g) Any of the following events shall occur with respect to any Pension Planoccur:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or termination, withdrawal or noncompliance with applicable law or plan terms with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA which is not cured within 20 days from the date Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any of its their Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Loan Party or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, ; provided that CCSC each Loan Partier and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the applicable Guarantee Agreements Agreement shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunderthereunder or the subordination provisions of the Homebase Pledge and Guarantee Agreement shall cease to be enforceable against the Second Priority Secured Parties (as defined in the Homebase Pledge and Guarantee Agreement) or Homebase shall repudiate the subordination provisions thereof.
(k) Any Lien on Collateral having a fair market value in excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document Document.
(subject l) The subordination provisions relating to the Professional Services Fee Subordination Agreement (the "Subordination Provisions") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Homebase shall, directly or indirectly, disavow or contest in any manner any of the Intercreditor Agreement), except as a result Subordination Provisions.
(m) Any Acknowledgment of (i) the Collateral Agent’s failure Limitation on Remedies shall fail in any material respect to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken be enforceable by the Collateral Agent to release Lenders (which have not effectively waived the benefits thereof) or any Lien on any Collateralparty thereto shall, directly or indirectly, disavow or contest the provisions thereof.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Texas Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any scheduled principal payment date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount required to be paid under the Loan Documents (including, without limitation, notice delivered by way of submission of other than an invoiceamount described in clauses (i) and ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other amount (other than an amount referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.
(b) Any representation or warranty of CCSC the Borrower, the Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower, the Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (ef), (fg), (k) or (il) of Section 5.01, clause (a) of Section 5.02 5.08 (with respect to the maintenance and preservation of CCSCthe Parent Guarantor’s or the Borrower’s corporate existence) ), Section 5.13 or Article VIVI or the Fee Letter.
(d) CCSC The Borrower, the Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 15.0 million (other than amounts covered by (x) insurance for which the insurer thereof has been notified of such claim and has not challenged such coverage or (y) valid third party indemnifications for which the indemnifying party thereof has been notified of such claim and has not challenged such indemnification) individually or in the aggregate shall be rendered by a court or Governmental Authority against CCSC the Borrower, the Parent Guarantor or any of its their Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, ; or
(ii) there shall be any period (after any applicable statutory grace period) of 10 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCeffect.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member could be required to make a contribution to such Pension Plan, or ERISA Affiliate could reasonably expect be expected to incur a liability or obligation to such Pension Plan, in excess of $75,000,000Plan which could reasonably be expected to have a Material Adverse Effect; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or noncompliance with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA which is not cured within 20 days from the date Events and noncompliance with respect to Foreign Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC The Borrower, the Parent Guarantor or any of its their Significant Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC the Borrower, the Parent Guarantor or any such Subsidiaries, Significant Subsidiary and, if any such case or proceeding is not commenced by CCSC the Borrower, the Parent Guarantor or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or the Borrower, the Parent Guarantor such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, authorizing any of the foregoing.
(j) The obligations of CCSC the Parent Guarantor under Article IX the Guarantee Agreement or the obligations of any other Subsidiary Loan Party under the Guarantee Agreements Agreement shall cease to be in full force and effect or CCSC the Parent Guarantor or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of Collateral, with the priority required by the applicable Security Document Document.
(subject l) The subordination provisions in any Permitted Kansas Bond Financing document, to the extent relating to the Obligations (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower, the Parent Guarantor or any Subsidiary Loan Party shall assert in writing the invalidity of the Intercreditor AgreementSubordination Provisions.
(m) The earlier of (a) 90 days after the discontinuance of the 787 Program such that less than 500 shipsets will be delivered to the Seller pursuant to such program (such discontinuance, a “787 Discontinuance”), except as a result of which discontinuance is uncured during such 90 day period, and (ib) the Collateral Agent’s failure first date on which (x) the Borrower or its Subsidiaries repays any 787 Program advance payments in cash (but excluding repayments that continue to take be made through delivery of 787 shipsets) or (y) the Seller exercises any action reasonably requested right of setoff after such 787 Discontinuance but before the last shipset ordered by CCSC the Seller has been delivered, in order each case, pursuant to maintain a 787 Discontinuance, whether or not the 90 day period described in clause (a) above has elapsed; provided, however, for purposes of the Events of Default described in clauses (a) and (b)(x) of this clause (m), such events shall be Events of Default only if, either immediately upon the occurrence, or as of any quarterly period during the continuation, of such 787 Discontinuance, the Borrower is not in compliance with the Covenant Leverage Ratio financial covenant, as recalculated for purposes of Section 6.13.
(n) [Reserved].
(o) The payment of any rent by any Loan Party or Subsidiary of any Loan Party under the IRB Agreements for use of the IRB Assets shall be required, or title of ownership does not get transferred in accordance with the IRB Agreements to Borrower in respect of Non-Qualifying Assets free and clear of Liens as and to the extent required in the IRB Agreements.
(p) The Lien purported to be created under IRB Pledge Agreement shall fail or cease to be a valid and perfected Lien on the Transferred Asset Ownership Class of interests of the Boeing Trust.
(q) The IRB Assets or any Collateral material portion thereof are not transferred to the Borrower as, when and to the extent contemplated by the IRB Agreements.
(r) [Reserved] (s) (x) There occurs an “Event of Default” within the meaning of Section 13.1 of the GTA or Section 8.1 of the 787 GTA or (iiy) during any action taken Fiscal Year the Borrower and/or any Subsidiary Loan Party is required to transfer Property to Seller in accordance with Section 14.0 (by reference to Section 13.2E) of the Collateral Agent GTA and/or Section 10.1 (by reference to release any Lien Section 8.2F) of the 787 GTA as in effect on any Collateralthe Original Effective Date with an aggregate fair market value in excess of $35.0 million.
Appears in 1 contract
Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other amount (other than an amount referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s 's corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply -------- to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in -------- any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
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Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Table of Contents Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC The Borrower shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (il) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCthe Borrower’s corporate existence) or Article VI.
(d) CCSC The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 5.0 million individually or in the ag- Table of Contents gregate shall be rendered against CCSC the Borrower or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCthe Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,0002.0 million; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event, or noncompliance with respect to any Pension Plan sufficient to give Foreign Plans, shall have occurred that gives rise to a Lien under Section 302(f) of or, when taken together with all other ERISA which is not cured within 20 days from the date Events, and noncompliance with respect to Foreign Plans, that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC The Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;; Table of Contents
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC the Borrower or any such Subsidiaries, Subsidiary and, if any such case or proceeding is not commenced by CCSC the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement)Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since December 31, 2001, the occurrence of a Material Adverse Effect. Table of Contents
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
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Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, ,” if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, ,” if no Loans, LC Disbursements or Letters of Credit are outstanding.:
(a) Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation Reimbursement Obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any other previously invoiced amount (other than an amount referred to described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan DocumentDocument (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Collateral Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) CCSC Any Loan Party shall default in the due performance and observance of any of its obligations under clause (ei), (fj) or (in) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSCany Parent Guarantor’s or any Borrower’s corporate existence) or Article VI.
(d) CCSC or any other Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lenderdate of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables is to enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 50.0 million individually or in the aggregate shall be rendered against CCSC any Loan Party or any of its Subsidiaries (or any combination thereof) and eitherand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iiiii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSCCrown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSCa Loan Party, any member of its Controlled Group ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC a Loan Party or any such member ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,0002.0 million; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs an ERISA Event or noncompliance with respect to any Pension Plan sufficient to give Non-U.S. Plans shall have occurred that gives rise to a Lien under Section 302(f) of or, when taken together with all other ERISA which is not cured within 20 days from the date Events and noncompliance with respect to Non-U.S. Plans that such contribution was duehave occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) CCSC Any Loan Party or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for CCSC such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for CCSC any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC any Loan Party or any such SubsidiariesSubsidiary, and, if any such case or proceeding is not commenced by CCSC any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC each Loan Party and each such Subsidiary hereby expressly authorizes authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any CollateralCollateral individually or in the aggregate having a fair market value in excess of $20.0 million, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement)Agreements, except as a result of (i) the Collateral Agent’s Agents’ failure to take any action reasonably requested by CCSC any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent Agents to release any Lien on any CollateralCollateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
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