Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof when due; or (b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or (c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; (e) Existence of an Event of Default under the Indenture; (f) Existence of an Event of Default under the Guaranty; (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or (h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 2 contracts
Samples: Financing Agreement (Casella Waste Systems Inc), Financing Agreement (Casella Waste Systems Inc)
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make pay any Loan Payment required by Repayment when and as the same shall become due and payable pursuant to Section 4.2(a4.02(a) hereof when due; orhereof;
(b) Failure failure of the Company Borrower to make pay any Purchase Price Payment required amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by Section 4.2(b) hereof when due; orthe Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;
(c) Failure failure of the Company Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement Agreement, other than as provided a covenant described in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 60 30 days after written notice by the Authority or the Trustee delivered to the Company Borrower and the Credit Provider, if anyBank, which notice shall specify such failure and request that it be remedied (including remedied, given by redemption of all the Issuer or a portion of the Bonds)Trustee, unless the Authority Issuer and the Trustee Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration Sections 7.01(a) through (e) of the obligations owed under Indenture. The provisions of subsection (c) of this Section are subject to the Senior Credit Facility prior limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their final stated maturities departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and provided thatpeople; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the event that such acceleration has been rescindedjudgment of the Borrower, such Event unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of Default hereunder will be deemed cured for all purposes and this Section. Notwithstanding any other provision of no further effect; or
(h) So this Agreement to the contrary, so long as the Bonds are Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the Term Interest Rate Period and no Letter case of Credit is any Loan Default Event described in effect, and the Company shall have been deemed discharged from its obligations subsections (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facilitya), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease(b), or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectc) above.
Appears in 2 contracts
Samples: Loan Agreement (RBC Bearings INC), Loan Agreement (Roller Bearing Co of America Inc)
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make pay any Loan Payment required by Repayment when and as the same shall become due and payable pursuant to Section 4.2(a) hereof when due; or);
(b) Failure failure of the Company Borrower to make pay any Purchase Price Payment required amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by Section 4.2(b) hereof when due; orthe Authority or the Trustee, unless the Authority and the Trustee shall agree in writing to an extension of such time;
(c) Failure failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement Agreement, other than as provided a covenant described in subsection (a) or subsection (b)) above, which failure continues for a period of 60 30 days after written notice by the Authority or the Trustee delivered to the Company Borrower and the Credit Provider, if anyBank, which notice shall specify such failure and request that it be remedied (including remedied, given by redemption of all the Authority or a portion of the Bonds)Trustee, unless the Authority and the Trustee Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration Sections 7.01(A)-(D) of the obligations owed under Indenture. The provisions of subsection (c) of this Section are subject to the Senior Credit Facility prior limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their final stated maturities departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and provided thatpeople; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the event that such acceleration has been rescindedjudgment of the Borrower, such Event unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of Default hereunder will be deemed cured for all purposes and this Section. Notwithstanding any other provision of no further effect; or
(h) So this Agreement to the contrary, so long as the Bonds are Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the Term Interest Rate Period and no Letter case of Credit is any Loan Default Event described in effect, and the Company shall have been deemed discharged from its obligations subsections (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facilitya), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease(b), or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectc) above.
Appears in 1 contract
Samples: Loan Agreement (Advanced Aerodynamics & Structures Inc/)
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make pay any Loan Payment required by Repayment when and as the same shall become due and payable pursuant to Section 4.2(a4.02(a) hereof when due; orhereof;
(b) Failure failure of the Company Borrower to make pay any Purchase Price Payment required amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by Section 4.2(b) hereof when due; orthe Authority or the Trustee, unless the Authority and the Trustee shall agree in writing to an extension of such time;
(c) Failure failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement Agreement, other than as provided a covenant described in subsection (a) or subsection (b)) above or in Section 5.12 hereof, which failure continues for a period of 60 30 days after written notice by the Authority or the Trustee delivered to the Company Borrower and the Credit Provider, if anyBank, which notice shall specify such failure and request that it be remedied (including remedied, given by redemption of all the Authority or a portion of the Bonds)Trustee, unless the Authority and the Trustee Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration Sections 7.01(a) through (e) of the obligations owed under Indenture. The provisions of subsection (c) of this Section are subject to the Senior Credit Facility prior limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their final stated maturities departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and provided thatpeople; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the event that such acceleration has been rescindedjudgment of the Borrower, such Event unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of Default hereunder will be deemed cured for all purposes and this Section. Notwithstanding any other provision of no further effect; or
(h) So this Agreement to the contrary, so long as the Bonds are Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the Term Interest Rate Period and no Letter case of Credit is any Loan Default Event described in effect, and the Company shall have been deemed discharged from its obligations subsections (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facilitya), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease(b), or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectc) above.
Appears in 1 contract
Samples: Loan Agreement (Provena Foods Inc)
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company to make any Purchase Price Payment or any Change of Control Payment required by Section 4.2(b) hereof or Section 4.2(c) hereof, respectively, when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement (other than as provided in clause (a) or (b) above), which continues for a period of 60 thirty (30) calendar days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, and if at the Authority end of the thirty (30) calendar day period the Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by entry of any order or decree granting relief in any involuntary case commenced against the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer decree shall not be discharged or denied within ninety (90) calendar days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety (90) calendar days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety (90) calendar days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence of an An “Event of Default Default” (as respectively defined therein) under the Indenture;Indenture or the Guaranty occurs and is continuing.
(f) Existence of an Event of Default under the Guaranty;
(g) So long as any of the Bonds are in the a Term Interest Rate Period and no Letter of Credit is in effect, the existence if (I) an event of a default under has occurred and is continuing under, and as defined in either (A) the Corporate Note Indenture, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of other indebtedness outstanding or available to be borrowed thereunder) all or any portion of indebtedness under such agreement, and any successor or replacement agreement (the “Note Indenture”) or (B) any other senior unsecured indebtedness of the Company as may exist from time to time in a principal amount of $50 million or more (“Other Senior Credit FacilityDebt”), but only if and (II) any such event of default under the Note Indenture or Other Senior Debt has resulted in the acceleration of the obligations owed under the Senior Credit Facility such facility prior to their respective final stated maturities and provided that, in the event that such acceleration has been rescinded, such Loan Default Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit FacilitySecured Loan Agreement, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility Secured Loan Agreement prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit FacilitySecured Loan Agreement) with respect to the Senior Credit Facility Secured Loan Agreement (as set forth in the Senior Credit FacilitySecured Loan Agreement), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof or under the Note when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof or under the Note when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement or under the Note other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if if, as shall be set forth in one or more certificates of the Company delivered to the Issuer and the Trustee, corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence of an Event of Default under the Indenture;; or
(f) Existence of an Event of Default under the Guaranty;; or
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their its final stated maturities maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Finance Lease, or any other indebtedness for borrowed money of the Company Company, in the principal amount of $10 30 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof or under the Note when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof or under the Note when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement or under the Note other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make any Loan Payment payment required by Section 4.2(a) hereof when due; or
(b) Failure failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or
(c) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Loan Agreement other than as provided in (a) or (b), which continues for a period of 60 30 days after written notice by the Authority or the Trustee delivered to the Company and the Credit Provider, if anyBorrower, which notice shall specify such failure and request that it be remedied (including remedied, given to the Borrower by redemption of all the Authority or a portion of the Bonds)Trustee, unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;
(d; and provided further, if any such failure obligates the Borrower to prepay Loan Repayments pursuant to Section 7.3(b) The dissolution or liquidation hereof, and such prepayment is in fact made by the Borrower and the Bonds are redeemed as provided in Section 4.01(3) of the Company or the filing by the Company of a voluntary petition in bankruptcyIndenture, or then such failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer Borrower shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or constitute a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company Loan Default Event under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety daysthis Loan Agreement; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;or
(ec) Existence existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit FacilitySection 7.01(a), but only if such default has resulted in the acceleration (b) or (c) of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectIndenture; or
(hd) So any representation or warranty of the Borrower set forth in Section 2.3 of this Loan Agreement at the time made or deemed made is false in any material respect; provided however, if any such materially false representation or warranty obligates the Borrower to prepay Loan Repayments pursuant to Section 7.3(b) hereof, and such prepayment is in fact made by the Borrower and the Bonds are redeemed as provided in Section 4.01(3) of the Indenture, then such failure by the Borrower shall not constitute a Loan Default Event under this Loan Agreement. The provisions of subsection (b) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Bonds are in Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the Term Interest Rate Period government of the United States or of the State of California or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and no Letter people; civil disturbances; wars; acts of Credit is in effectterrorism; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Company Borrower shall have been deemed discharged from its obligations (other than any indemnification not be required to make settlement of strikes, lockouts and other obligations which survive industrial disturbances by acceding to the termination demands of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement opposing party or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if parties when such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided thatcourse is, in the event that such acceleration has been rescindedjudgment of the Borrower, such Event unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (c) or (d) of Default hereunder will be deemed cured for all purposes and of no further effectthis Section.
Appears in 1 contract
Samples: Loan Agreement (SJW Group)
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company to make any Purchase Price Payment or any Change of Control Payment required by Section 4.2(b) hereof or Section 4.2(c) hereof, respectively, when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement (other than as provided in clause (a) or (b) above), which continues for a period of 60 thirty (30) calendar days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period and if at the end of such thirty (30) calendar day period, the Authority Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by entry of any order or decree granting relief in any involuntary case commenced against the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer decree shall not be discharged or denied within ninety (90) calendar days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety (90) calendar days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety (90) calendar days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence of an An “Event of Default Default” (as respectively defined therein) under the Indenture;Indenture or the Guaranty occurs and is continuing; or
(f) Existence of an Event of Default under the Guaranty;
(g) So long as any of the Bonds are in the a Term Interest Rate Period and no Letter of Credit is in effect, the existence if (I) an event of a default has occurred and is continuing, under and as defined in either, (A) the Corporate Note Indenture, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of other indebtedness outstanding or available to be borrowed thereunder) all or any portion of indebtedness under such agreement, and any successor or replacement agreement (the “Note Indenture”) or (B) any other senior unsecured indebtedness of the Company as may exist from time to time in a principal amount of $50 million or more (“Other Senior Credit FacilityDebt”), but only if and (II) any such event of default under the Note Indenture or Other Senior Debt has resulted in the acceleration of the obligations owed under the Senior Credit Facility such facility prior to their respective final stated maturities and provided that, in the event that such acceleration has been rescinded, such Loan Default Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a “Loan Default Event:”
(a) Failure of the Company Borrower to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company Borrower to make any Purchase Price Payment required by Section 4.2(b4.2(d) hereof when due; or
(c) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement (other than as provided in clause (a) or (b) above), which continues for a period of 60 30 days after written notice by the Authority Issuer or the Trustee delivered to the Company Borrower and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected;; or
(d) The dissolution or liquidation of the Company Borrower or the filing by the Company Borrower of a voluntary petition in bankruptcy, or failure by the Company Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the CompanyBorrower’s ability to carry on its obligations hereunder, or the commission by the Company entry of any act of bankruptcy, order or adjudication of decree granting relief in any involuntary case commenced against the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment Borrower under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company Borrower shall be appointed in any proceeding brought against the Company Borrower and shall not be discharged within ninety days after such appointment or if the Company Borrower shall consent to or acquiesce in such appointment, or assignment by the Company Borrower for the benefit of its creditors, or the entry by the Company Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the CompanyBorrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company Borrower resulting either from a merger or consolidation of the Company Borrower into or with another entity or a dissolution or liquidation of the Company Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence The existence of an “Event of Default Default” (as defined therein) under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof or under the Note when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof or under the Note when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement or under the Note other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their its final stated maturities maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make any Loan Payment payment required by Section 4.2(a) hereof when due, unless such payment is paid by the Guarantor prior to the time payment is due; or
(b) Failure failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or
(c) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement Agreement, other than as provided in subsection (a) or (b)of this Section, which continues for a period of 60 30 days after written notice delivered to the Borrower and the Guarantor by the Authority or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;, provided the Borrower provides the Authority and the Trustee with a certification that such default is such that it can be corrected but not within the applicable period and that corrective action capable of remedying such default has been instituted and is being diligently pursued and will be diligently pursued until the default is corrected; or
(dc) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under and as defined in Section 7.01(a), (b), (c) or (e) of the Indenture;; or
(d) any representation or warranty of the Borrower set forth in Section 2.3 of this Agreement at the time made or deemed made is false in any material respect; or
(e) any event of default under the Guaranty; or
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in (i) the ABL Credit Agreement, (ii) the Term Loan Credit Agreement, (iii) the Senior Credit FacilityNotes Indenture or (iv) the Senior Secured Notes Indenture, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility any such instrument prior to their its final stated maturities maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(hg) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company Borrower shall have been deemed discharged from its obligations with respect to (i) the ABL Credit Agreement, (ii) the Term Loan Credit Agreement, (iii) the Senior Notes Indenture or (iv) the Senior Secured Notes Indenture (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facilityany such instrument), a default under, and as defined in, the any indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company Indebtedness in the principal amount of $10 million or more (collectively, the “Indebtedness”)50,000,000, but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect. The provisions of subsection (b) of this Section are subject to the limitation that the Borrower shall not be deemed in default if, and so long as, the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or the State of Delaware or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; wars; acts of terrorism; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (c), (d), (f) or (g) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), (c) or (d) above; provided, however, that no consent of the Bank shall be required with respect to the Authority’s exercise of any remedy provided herein seeking enforcement of the Retained Rights. The Trustee may exercise any and all remedies under the Indenture and this Agreement (except acceleration) to collect any fees, expenses and indemnification due to it in each of its capacities under the Indenture and this Agreement from the Borrower without obtaining the consent of the Bank.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a “Loan Default Event:”
(a) Failure of the Company Borrower to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or
(c) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement (other than as provided in clause (a) or (babove), which continues for a period of 60 30 days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if anyBorrower, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected;, which correction must be effected within 180 days of the date of such default notice; or
(dc) The dissolution or liquidation of the Company Borrower or the filing by the Company Borrower of a voluntary petition in bankruptcy, or failure by the Company Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the CompanyBorrower’s ability to carry on its obligations hereunder, or the commission by the Company entry of any act of bankruptcy, order or adjudication of decree granting relief in any involuntary case commenced against the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment Borrower under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company Borrower shall be appointed in any proceeding brought against the Company Borrower and shall not be discharged within ninety days after such appointment or if the Company Borrower shall consent to or acquiesce in such appointment, or assignment by the Company Borrower for the benefit of its creditors, or the entry by the Company Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the CompanyBorrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company Borrower resulting either from a merger or consolidation of the Company Borrower into or with another entity or a dissolution or liquidation of the Company Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(hd) So long as the Bonds are in the Term Interest Rate Period and no Letter The existence of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination an “Event of the Senior Credit Facility) with respect to the Senior Credit Facility Default” (as set forth in defined therein) under the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectIndenture.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company Borrower to make any Loan Payment required by Section 4.2(a) hereof or under the First Mortgage Bonds when due; or
(b) Failure of the Company Borrower to make any Purchase Price Payment required by Section 4.2(b) hereof when due; or
(c) If any representation or warranty made herein or in any other Loan Document or in any material report, certificate, financial statement or other instrument furnished in connection with this Loan Agreement shall prove to be false or misleading in any material respect when made; or
(d) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Loan Agreement (other than (i) agreements contained in Section 5.9 hereof, or (ii) as provided in clause (a) or (b) above), which continues for a period of 60 30 days after written notice delivered by the Authority or the Trustee delivered to the Company Borrower and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected;; or
(de) The dissolution or liquidation of the Company Borrower or the filing by the Company Borrower of a voluntary petition in bankruptcy, or failure by the Company Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the CompanyBorrower’s ability 2716988.7 to carry on its obligations hereunder, or the commission by the Company entry of any act of bankruptcy, order or adjudication of decree granting relief in any involuntary case commenced against the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment Borrower under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety 90 days after the filing thereof, or if the Company Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company Borrower shall be appointed in any proceeding brought against the Company Borrower and shall not be discharged within ninety 90 days after such appointment or if the Company Borrower shall consent to or acquiesce in such appointment, or assignment by the Company Borrower for the benefit of its creditors, or the entry by the Company Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company Borrower shall remain undismissed (subject to no further appeal) for a period of ninety 90 days; provided, the term “dissolution or liquidation of the CompanyBorrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company Borrower resulting either from a merger or consolidation of the Company Borrower into or with another entity or a dissolution or liquidation of the Company Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;; or
(f) Existence the occurrence of an Event "event of Default default" under the Guaranty;Mortgage Indenture other than an event of default resulting from a default in the payment of any installment of the principal or interest on the First Mortgage Bonds on the date when due, and the acceleration of the First Mortgage Bonds as a result of such "event of default"; or
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the The existence of a default under and an “Event of Default” (as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed therein) under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectIndenture.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company Borrower to make any Loan Payment required by Section 4.2(a) hereof or under the Note when due; or
(b) Failure of the Company Borrower to make any Purchase Price Payment required by Section 4.2(b) hereof or under the Note when due; or
(c) Failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement or under the Note (other than (i) agreements contained in Section 5.13 hereof, or (ii) as provided in clause (a) or (b) above), which continues for a period of 60 30 days after written notice delivered by the Authority Issuer or the Trustee delivered to the Company Borrower and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected;; or
(d) The dissolution or liquidation of the Company Borrower or the filing by the Company Borrower of a voluntary petition in bankruptcy, or failure by the Company Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the CompanyBorrower’s ability to carry on its obligations hereunder, or the commission by the Company entry of any act of bankruptcy, order or adjudication of decree granting relief in any involuntary case commenced against the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment Borrower under any present or future federal bankruptcy act or any similar federal or state law law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company Borrower shall be appointed in any proceeding brought against the Company Borrower and shall not be discharged within ninety days after such appointment or if the Company Borrower shall consent to or acquiesce in such appointment, or assignment by the Company Borrower for the benefit of its creditors, or the entry by the Company Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the CompanyBorrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company Borrower resulting either from a merger or consolidation of the Company Borrower into or with another entity or a dissolution or liquidation of the Company Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence The existence of an “Event of Default Default” (as respectively defined therein) under the Indenture;
(f) Existence of an Event of Default under Indenture or the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof or under the Note when due; or
(b) Failure of the Company to make any Purchase Price Payment required by Section 4.2(b) hereof or under the Note when due; or
(c) Failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement or under the Note other than as provided in (a) or (b), which continues for a period of 60 days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;; or
(e) Existence of an Event of Default under the Indenture;; or
(f) Existence of an Event of Default under the Guaranty;; or
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their its final stated maturities maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(h) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.
Appears in 1 contract
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure failure of the Company Borrower to make pay any Loan Payment required by Repayment when and as the same shall become due and payable pursuant to Section 4.2(a4.02(a) hereof when due; orhereof;
(b) Failure failure of the Company Borrower to make pay any Purchase Price Payment required amounts payable hereunder, other than Loan Repayments (including Additional Payments), when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by Section 4.2(b) hereof when due; orthe Trustee, unless the Trustee shall agree in writing to an extension of such time;
(c) Failure failure of the Company Borrower to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement Agreement, other than as provided a covenant described in subsection (a) or (b)) above or in Section 5.12 hereof, which failure continues for a period of 60 30 days after written notice by the Authority or the Trustee delivered to the Company Borrower and the Credit Provider, if anyBank, which notice shall specify such failure and request that it be remedied (including remedied, given by redemption of all or a portion of the Bonds)Trustee, unless the Authority and Trustee, with the Trustee written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected;; or
(d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration Sections 7.01(a) through (e) of the obligations owed under Indenture. The provisions of Section 7.01(c) are subject to the Senior Credit Facility prior limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; terrorist acts; orders of any kind of the government of the United States or of the State or any of their final stated maturities departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and provided thatpeople; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the event that such acceleration has been rescindedjudgment of the Borrower, such Event unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of Default hereunder will be deemed cured for all purposes and this Section. Notwithstanding any other provision of no further effect; or
(h) So this Agreement to the contrary, so long as the Bonds are Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the Term Interest Rate Period and no Letter case of Credit is any Loan Default Event described in effect, and the Company shall have been deemed discharged from its obligations subsections (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facilitya), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease(b), or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effectc) above.
Appears in 1 contract
Samples: Loan Agreement
Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:
(a) Failure of the Company to make any Loan Payment required by Section 4.2(a) hereof when due; or
(b) Failure of the Company to make any Purchase Price Payment or any Change of Control Payment required by Section 4.2(b) hereof or Section 4.2(c) hereof, respectively, when due; or
(c) except as permitted by this Agreement, any Guaranty of any Guarantor, shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms for a period of 30 days;
(d) Failure of the Company or any Guarantor to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement (other than as provided in clause (a), (b) or (bc) above), which continues for a period of 60 thirty (30) calendar days after written notice by the Authority Issuer or the Trustee delivered to the Company and the Credit Provider, if any, which notice shall specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds)remedied, unless the Authority Issuer and the Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, and if at the Authority end of the thirty (30) calendar day period the Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected;; or
(de) The dissolution or liquidation of (i) the Company or any Subsidiary, pursuant to or within the filing by meaning of any Bankruptcy Law
(A) commences a voluntary case,
(B) consents to the Company entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a voluntary petition in bankruptcy, custodian of it or failure by the Company promptly to cause to be lifted any execution, garnishment for all or attachment substantially all of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as property,
(D) makes a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or general assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof;
(e) Existence of an Event of Default under the Indenture;
(f) Existence of an Event of Default under the Guaranty;
(g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Credit Facility, but only if such default has resulted in the acceleration of the obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or
(hE) So long generally is not paying its debts as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Credit Facility) with respect to the Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect.they become due; or
Appears in 1 contract
Samples: Loan Agreement (Potlatch Corp)
