Nature of Event. An Event of Default shall exist if any one or more of the following occurs: (a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is due, or (iii) any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereof; (b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement; (c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof; (d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days; (e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made; (f) Any Related Person: (i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or (ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or (iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or (iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or (v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral. (g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00; (h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period; (i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality; (j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate; or (k) A Change of Control occurs.
Appears in 2 contracts
Samples: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) The Borrower fails to make any payment of (i) principal of the any Note on or before the date such payment is due, (ii) interest on the any Note and such failure continues for two three (23) Business Days after the date such payment is due, or (iii) any fee, expense or other amount fee due hereunder, under the any Note, or under any other Loan Document, and such failure continues for a period of five (5) Business Days after Lender the date such payment is due, or (iv) any expense or other amount due hereunder, under any Note, or under any other Loan Document and such failure continues for a period of five (5) Business Days after the Administrative Agent gives the Borrower notice thereof;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender the Administrative Agent gives the Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 200,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00500,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by the Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate; or
(k) A Change of Control occurs.
Appears in 2 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower Any Related Person or Parent fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 ARTICLE V of this AgreementAgreement (other than SECTION 5.9) and such Default continues for a period of thirty (30) days after Lender gives Borrower notice thereof;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereofabove;
(d) Any Related Person or Parent defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a partyparty (other than this Agreement), and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section SECTION 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person or Parent contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related PersonPerson or Parent:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty ninety (6090) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty ninety (6090) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 1,000,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.001,000,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.001,000,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement Agreements (or any other material breach or default under the Parent Debt Agreement Agreements occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any ;
(i) Any default or event of default occurs under any provision contained other agreement governing Indebtedness of the Borrower or any of its Subsidiaries, which indebtedness is in any line excess of credit maintained by Borrower and $50,000, whether or not such default is not cured within any applicable given periodor event of default results in acceleration of said Indebtedness;
(ij) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as as. the result of any action initiated by any Person other than Lender Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(jk) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 75,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 of$ 10,000 in the case of any Related Person or $10,000.00 100,000 in the case of any other ERISA Affiliate; or;
(kl) Any interest created by any Security Instrument shall cease to be enforceable and of the same priority purported to be created thereby,
(m) A Change of Control occurs; or
(n) Any Related Person or Parent is dissolved or otherwise ceases to exist except as permitted by SECTION 6.1.
Appears in 1 contract
Nature of Event. An “Event of Default Default” shall exist if any one or more of the following occurs:
(a) the Borrower fails (i) to make any payment of (i) principal of or interest on any of the Note on or before the date such payment is Notes when due, or (ii) interest on the Note and such failure continues for to make any payment within two (2) Business Days after the date such payment is when due, or (iii) of any fee, expense or other amount due hereunder, under the Note, Notes or under any other Loan DocumentTransaction Document or, so long as the Servicer is one of the Originators, the Servicer fails to make any payment or deposit to be made by it under this Agreement when due; or
(b) the Borrower, any one of the Originators or, so long as the Servicer and one of the Originators are the same entity, the Servicer fails (i) to keep or perform any covenant or agreement contained in this Agreement (other than as referred to in Section 8.1(a)) and such failure continues unremedied beyond the expiration of any applicable grace or notice period that may be expressly provided for a in such covenant or agreement or, if no grace or notice period of five (5) Business Days is provided for ten days after Lender gives Borrower written notice thereof;, provided, however, that no grace or notice period shall be permitted for any breach of Section 6.24(b), Section 7.16, Section 7.17, Section 7.18 and/or Section 7.19; or
(bc) Default is made the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor defaults in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement any Transaction Document other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a partythis Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 7.18.1) such default continues unremedied beyond the expiration of any applicable grace or notice period which that may be expressly allowed under provided for in such other Loan DocumentTransaction Document (or, but whichif no grace or notice is provided, in any case, shall not be shorter than fifteen (15) days;for ten days after written notice thereof); or
(ed) Any material any statement, warranty or representation by or on behalf of the Borrower, any Related Person one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor contained in this Agreement, the Note Notes or any other Loan Transaction Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:; or
(i) suffers in the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers Borrower, the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person Borrower fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance or, in the case of the Originators, the Servicer and the Performance Guarantor, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other than the Obligations) Indebtedness with an unpaid principal balance of over $1,000,000.005,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (ii) any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured any agreement securing or relating to such obligation (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) in the case of the Borrower, any of the foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance, or, in the case of each of the Originators, the Servicer (so long as the Servicer and one of the Originator are the same entity) or the Performance Guarantor, any Related Person of the foregoing occurs with respect to any one or more items of Indebtedness with unpaid principal balances exceeding, in the aggregate, $250,000.00;5,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or
(f) the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor generally shall not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or
(g) the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (v) take action for the purpose of effecting any of the foregoing; or
(h) Any event an involuntary petition or condition occurs under complaint shall be filed against the Borrower, any provision contained in of the Parent Debt Agreement Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of the Borrower, any other material breach of the Originators, the Servicer or default under the Parent Debt Agreement occurs) if Performance Guarantor or the effect thereof is to cause appointment of a receiver, custodian, trustee, intervenor or permit liquidator of the holder Borrower, any of the Originators, the Servicer or trustee the Performance Guarantor, or all or substantially all of the assets of either the Borrower, any of the Originators, the Servicer or the Performance Guarantor, and such obligation to cause such obligation to become due petition or repurchased, prepaid, redeemed or defeased prior to its stated maturitycomplaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or, decree shall be entered by any default court of competent jurisdiction or event other competent authority approving a petition or complaint seeking reorganization of default occurs under the Borrower, any provision contained in of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any line of credit maintained by Borrower and such default is not cured within the Originators, the Servicer or the Performance Guarantor, or of all or substantially all of assets of the Borrower, any applicable given period;of the Originators, the Servicer or the Performance Guarantor; or
(i) This in the case of the Borrower, the Borrower shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money, or, in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $5,000,000.00; or any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $5,000,000.00; or in the case of the Borrower, the Borrower shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or order for payment which the Borrower may appeal, or in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $5,000,000.00 and which any of the Originators, the Servicer or the Performance Guarantor may appeal; or
(j) any Person shall levy on, seize or attach all or any material portion of the assets of the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor and within thirty (30) days thereafter the Borrower, the related Originators, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; or
(k) if an event or condition specified in Section 5.3(b) shall occur or exist; or
(l) any of the Originators or the Servicer (so long as the Servicer and one of the Originators are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae, or Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae shall impose any sanctions upon or terminate or revoke any rights of the Servicer (so long as the Servicer is one of the Originators) or any of the Originators; or
(m) if (x) any Governmental Authority cancels an Originator’s right to be either a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgage-backed securities, (y) any Approved Investor cancels for cause any servicing or underwriting agreement between any of the Originators and such Approved Investor or (z) any of the Originators receive notice from a Governmental Authority that such Governmental Authority intends to revoke an Originator’s right to be a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within ten days of the receipt thereof; or
(n) failure of the Borrower or any of the Originators to correct an imbalance in any escrow account established with the Borrower or the related Originators as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or by the Administrative Agent; or
(o) failure of any of the Originators or the Servicer to meet, at all times, the minimum net worth requirements of Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae as an originator, seller or servicer, as applicable; or
(p) any provision of this Agreement, the Note Notes or any other Loan Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part; or the validity or enforceability of any such document shall be challenged or denied denied; or
(q) a “change in control,” with respect to the ownership of the Performance Guarantor shall have occurred (and as used in this subparagraph, the term “change in control” shall mean an acquisition by any Person other than Lender other than by reason Person, partnership or group, as defined under the Securities Exchange Act of illegality;1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the then-outstanding voting stock of the Performance Guarantor); or the Performance Guarantor shall cease at any time to own, directly or indirectly, at least 90% of each class of the outstanding capital stock of or at least 90% of all of the membership interests in, as applicable, each Originator; or
(jr) Either the total Collateral Value of all Eligible Mortgage Collateral shall be less than the Principal Debt, at any time, and the Borrower shall fail either to provide additional Eligible Mortgage Collateral with a sufficient Collateral Value, or to pay Principal Debt, in an amount sufficient to correct the deficiency within the time period set forth in Section 2.5(b); or
(s) if, as a result of the Borrower’s failure to obtain and deliver to the Collateral Agent, Principal Mortgage Documents as required by Section 2.3(c), the Administrative Agent shall determine that the continuation of such condition may have a Material Adverse Effect on the Borrower or the Lenders; or
(t) there shall have occurred any event that adversely affects the enforceability or collectability of any significant portion of the Mortgage Loans or the Take-Out Commitments (provided that to the extent such event gives rise to an obligation by any of the Originators to repurchase such Mortgage Loans pursuant to the Repurchase Agreement and such Originator does so repurchase in accordance with the provisions of the Repurchase Agreement, no Event of Default shall occur under this Section 8.1(t)) or there shall have occurred any other event that adversely affects the ability of the Borrower, the Servicer or the Collateral Agent to collect a significant portion of Mortgage Loans or Take-Out Commitments or the ability of the Borrower or, so long as the Servicer and one of the Originators are the same entity, the Servicer to perform hereunder or a Material Adverse Effect has occurred in the financial condition or business of the Borrower since inception or, so long as the Servicer and one of the Originators are the same entity, the Servicer since February 28, 2003; or
(u) (i) any “accumulated funding deficiency” litigation (as defined including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived writing by the Secretary Borrower to the Lenders, the Administrative Agent and the Managing Agents prior to the date of execution and delivery of this Agreement is pending against the Treasury Borrower or his delegateany Affiliate thereof, or (ii) any Termination Event occurs with respect to development not so disclosed has occurred in any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of either clause (i) and/or (ii), in the opinion of the Administrative Agent, could reasonably be expected to have a Termination Event involving Material Adverse Effect or impair the withdrawal ability of a substantial employerthe Borrower, any of the Originators, the withdrawing employer’s proportionate share of such excess exceeds such amount) Servicer or (iii) any Related Person the Performance Guarantor to perform its obligations under this Agreement or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA AffiliateTransaction Document; or
(kv) A Change the Internal Revenue Service shall file notice of Control occurs.a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower, any of the Originators or the Servicer (so long as the Servicer and any one of the Originators are the same entity) and such lien shall not have been released within thirty days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, any of the Originators, or the Servicer (so long as the Servicer and any one of the Originators are the same entity) or the Performance Guarantor and as to each of the Originators; or
(w) [Reserved]; or
(x) a successor Collateral Agent shall not have been appointed and accepted such appointment within 180 days after the retiring Collateral Agent shall have given notice of resignation pursuant to Section 4.4 of the Collateral Agreement; or
Appears in 1 contract
Samples: Securitization Agreement
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails The Company and the applicable Co-Borrowers fail to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the any Note and such failure continues for or any fee or other amount required to be paid to Agent or any Lender pursuant to this Agreement or any other Loan Document within two (2) Business Days calendar days after the date such payment is due, or (iii) any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and notice of such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofis given by Agent to the Company and the applicable Co-Borrowers;
(b) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Related Person Restricted Subsidiaries of any covenant or agreement set forth in Article VI or Section 5.9 of this Agreement5.01 and such default continues unremedied for thirty (30) calendar days;
(c) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Related Person Restricted Subsidiaries of any of the covenants covenant or agreements contained agreement set forth in this Agreement any Loan Document (other than those described as referred to in subsections (a) or (b) immediately above above) and such Default default continues unremedied for a period of fifteen thirty (1530) calendar days after Lender gives Borrower notice thereofof such default is given by Agent to the Company and the applicable Co-Borrowers;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person the Company and the applicable Co-Borrowers contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreementborrowing request, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fe) Any Related PersonBorrower or any Restricted Subsidiary:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an any order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes partnership action, corporate action or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at it any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender Agent in its discretion), unless the same is discharged within thirty (30) days after the date of entry carry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral; provided, however, if any event set forth in this Section 7.01(e) occurs with respect to any Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless it could have a Materially Adverse Effect.
(gf) Any Related Person The Company or any Restricted Subsidiary fails to make when due or within any applicable grace period (after giving effect to any applicable notice requirement), any payment on any GAAP Indebtedness and Contingent Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00); or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof a Material Adverse Effect is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00caused thereby;
(hg) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalityAgent or any Lender;
(jh) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) the Company or any Related Person of its Restricted Subsidiaries or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate10,000; or
(ki) A Change of Control occurs.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) The Borrower fails to make any payment of (i) principal of the any Note on or before the date such payment is due, (ii) interest on the any Note and such failure continues for two three (23) Business Days after the date such payment is due, or (iii) any fee, expense or other amount fee due hereunder, under the any Note, or under any other Loan Document, and such failure continues for a period of five (5) Business Days after Lender the date such payment is due, or (iv) any expense or other amount due hereunder, under any Note, or under any other Loan Document and such failure continues for a period of five (5) Business Days after the Administrative Agent gives the Borrower notice thereof;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI VI, Section 5.1 or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender the Administrative Agent gives the Borrower notice thereof;
(d) Any Related Person or Guarantor defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related PersonPerson or Guarantor:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 200,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person or Guarantor fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00250,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person or Guarantor with unpaid principal balances exceeding, in the aggregate, $250,000.00250,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by the Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 10,000 in the case of any Related Person or $10,000.00 10,000 in the case of any other ERISA Affiliate; or
(k) A Change of Control occurs.
Appears in 1 contract
Samples: Credit Agreement (M I Homes Inc)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails The Company and the applicable Co-Borrowers fail to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the any Note and such failure continues for or any fee or other amount required to be paid to Agent or any Lender pursuant to this Agreement or any other Loan Document within two (2) Business Days calendar days after the date such payment is due, or (iii) any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and notice of such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofis given by Agent to the Company and the applicable Co-Borrowers;
(b) Default is made in any of the due observance covenants contained in Section 6.13, 6.14 or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement6.15 and such default continues unremedied for five (5) calendar days;
(c) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Related Person Restricted Subsidiaries of any of the covenants other covenant or agreements contained agreement set forth in this Agreement other than those described in subsections Article VI (aexcluding Sections 6.13, 6.14 and 6.15) or (b) immediately above Section 5.01 and such Default default continues unremedied for a period of fifteen thirty (1530) days after Lender gives Borrower notice thereofcalendar days;
(d) Any Related Person defaults Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Restricted Subsidiaries of the covenants any covenant or agreements contained agreement set forth in any other Loan Document (other than as referred to which it is a party, in subsections (a) (b) or (c) above) and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond for thirty (30) calendar days after notice of such default is given by Agent to the expiration of any Company and the applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) daysCo-Borrowers;
(e) Any material statement, warranty or representation by or on behalf of any Related Person the Company and the applicable Co-Borrowers contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreementborrowing request, proves to have been incorrect or misleading misleading, in any case in any material respect as of the date made or deemed made;
(f) Any Related PersonBorrower or any Restricted Subsidiary:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an any order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes partnership action, corporate action or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at it any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender Agent in its discretion), unless (A) the same is discharged within thirty (30) days after the date of entry thereof or no less than five (5) days prior to any proposed sale thereunder, or (B) an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral; provided, however, if any event set forth in this Section 7.01(f) occurs with respect to any Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless it could have a Material Adverse Effect.
(g) Any Related Person The Company or any Restricted Subsidiary fails to make when due (whether by acceleration or otherwise) or within any applicable grace period (after giving effect to any applicable notice requirement), any payment on any GAAP Indebtedness and Contingent Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00and such failure allows the holder thereof to accelerate such GAAP Indebtedness or Contingent Obligation; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof a Material Adverse Effect is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00caused thereby;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalityAgent or any Lender;
(ji) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) the Company or any Related Person of its Restricted Subsidiaries or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate10,000; or
(kj) A Change of Control occurs.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, Note or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Guarantor fails to make any payment of any Obligation owing by Guarantor under the Guaranty on or before the date such payment in due;
(c) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI ARTICLE VII or Section 5.9 by Guarantor of this Agreementany covenant set forth in the Guaranty;
(cd) Default is made in the due observance or performance by any Related Person of any of the other covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default default continues for a period of fifteen thirty (1530) days after Lender Bank One gives Borrower notice thereof;
(de) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1SECTION 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(ef) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fg) any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness other than the Obligations with an unpaid principal balance of over $100,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $100,000; (h) Any Related PersonPerson or Guarantor:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 100,000 with respect to Borrower or $1,000,000 with respect to Guarantor (not covered by insurance satisfactory to Lender Bank One in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due , and such writ or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance warrant of over $1,000,000.00; attachment or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default similar process is not cured stayed or released within thirty days after the entry or levy thereof or after any applicable given periodstay is vacated or set aside;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Bank One; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalityBank One;
(j) Any default or event of default shall occur with respect to the payment of any Indebtedness of a Related Person or Guarantor to Bank One (other than the Obligations);
(k) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any iii)each Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case 10,000;
(l) a Change of any Related Person or $10,000.00 in the case of any other ERISA AffiliateControl occurs; or
(km) A Change any Indebtedness of Control occursGuarantor under that certain Credit Agreement dated April 18, 1996, among Guarantor, NationsBank of Texas, N.A., as Agent, and certain financial institutions is accelerated.
Appears in 1 contract
Samples: Credit Agreement (Cameron Ashley Building Products Inc)
Nature of Event. An Event of Default shall exist if any one --------------- or more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNotes, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, Notes or under any other Loan Document, on or before the date such payment is due and such failure default continues unremedied for a period of five two (52) Business Days after Lender gives Borrower notice any executive officer of such Related Person obtains knowledge thereof;
(b) Guarantor fails to make any payment of any Obligation on the date such payment in due and such default continues unremedied for two (2) Business Days after any executive officer of such Related Person obtains knowledge thereof;
(c) Default is made in the due observance or performance by any Related Person of any covenant set forth in Sections 6.09 through 6.11 and Section 6.16 and such default continues unremedied for thirty (30) calendar days after any executive officer of such Related Person obtains knowledge thereof;
(d) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI that is not described in subsections (a), (b) or Section 5.9 of this Agreement(c) immediately above;
(ce) Default is made in the due observance or performance by any Related Person of any of the other covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender Agent gives Borrower notice thereof;
(df) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.17.01) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(eg) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fh) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender Agent in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(gi) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00100,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00100,000;
(hj) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in other Indebtedness of any line of credit maintained by Borrower and such default is not cured within Related Person to any applicable given periodLender;
(ik) This Agreement, the Note Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Agent or any Lender other than by reason of illegality;
(jl) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate10,000; or
(km) A Change of Control occurs.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails Borrowers fail to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 V of this AgreementAgreement (other than Section 5.9) and such Default continues for a period of fifteen (15) days after Lender gives Borrowers notice thereof;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereofabove;
(d) Any Related Person or Parent defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person or Parent contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related PersonPerson or Parent:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness under any Permitted Warehouse Facility or any other Indebtedness (other than except the Obligations) with an unpaid principal balance of over $1,000,000.00250,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00250,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement any document or agreement governing any Permitted Warehouse Facility (or any other material breach or default under the Parent Debt Agreement any such document or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 500,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate; or10,000;
(k) A Change of Control occurs;
(l) General Partner ceases to be the general partner of Bayport;
(m) Bayport is not treated as a partnership for federal income tax purposes;
(n) The Partnership Agreement is modified without the prior written consent of Lender; or
(o) Bayport is dissolved.
Appears in 1 contract
Nature of Event. An Event of A Default shall exist if any one or more of --------------- the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueany Note, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, any Note or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance or performance by any Related Person Borrower of any covenant set forth of the other covenants or agreements of Borrower contained in Article VI this Agreement or Section 5.9 in any Loan Document; provided, however, with respect to such defaults other those specified in Sections 8.01(a), 8.01(c) through --------------------------------- 8.01(k), 8.01(p), 8.01(q) and 8.01(s) through 8.01(y) (for which no notice ------- ---------------- ------- ------- and opportunity to cure shall be available unless such opportunity is specifically provided in such individual sections), Borrower shall have thirty (30) days after notice of this Agreementdefault from Bank within which to cure such default;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person Borrower contained in this Agreement, the Note Agreement or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed mademade and constitutes a Material Adverse Effect;
(fe) Any Related Person:
(i) suffers the entry against it of a judgment, decree Borrower shall generally not pay its debts as they become due or order for relief by a court of competent jurisdiction shall admit in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time writing its inability to time amendedpay its debts, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes shall make a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or;
(iiif) suffers Borrower shall (i) apply for or consent to the appointment of or taking possession by a receiver, liquidator, assigneetrustee, custodian, trustee, sequestrator intervenor or similar official liquidator of Borrower or of all or a substantial part of Borrower's assets, (ii) file a voluntary petition in bankruptcy, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against Borrower in any bankruptcy, reorganization or insolvency proceeding, (vi) allow any of its assets to be attached or seized, or (vi) take corporate action for the purpose of effecting any part of the Mortgage Collateral in foregoing;
(g) An involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a proceeding brought against receiver, custodian, trustee, intervenor or initiated by itliquidator of Borrower, or all or substantially all of Borrower's assets, and such appointment petition or taking possession is neither made ineffective nor discharged complaint shall not have been dismissed within sixty (60) days after of the making filing thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal order, order for relief, judgment or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to decree shall be issued entered by any court against of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or any substantial part substantially all of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00Borrower's assets;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs shall occur under any provision contained in any line other Indebtedness of credit maintained by Borrower and such default is not cured within any applicable given periodto the Bank;
(i) This AgreementThe failure of Borrower to pay any money judgment against Borrower;
(j) The failure to have discharged any levy on, seizure, attachment, sequestration, or similar proceedings against any of Borrower's assets;
(k) Bank's security interests in any of the Note Mortgage Collateral should become unenforceable, or cease to be first priority security interests;
(l) A Reportable Event or Prohibited Transaction shall have occurred with respect to a Plan which could have a Material Adverse Effect;
(m) A notice of intent to terminate a Plan under a "distress termination" as described in Section 4041(c) of ERISA shall be filed which could, in the opinion of the Bank, have a Material Adverse Effect;
(n) The Plan administrator or Borrower shall receive a notice that the PBGC has instituted proceedings to terminate a Plan or appoint a trustee to administer a Plan;
(o) Borrower or any other ERISA Affiliate of Borrower shall withdraw from a multiemployer Plan and the Bank shall determine that such withdrawal could have a Material Adverse Effect;
(p) Any provision of any Loan Document shall for any reason cease to be in full force and effect, effect or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part, or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalitydenied;
(jq) Either Any change of the office of president of Borrower shall occur without the prior written consent of the Bank;
(ir) The occurrence of a Material Adverse Effect;
(s) The disqualification of Borrower to act as an approved FHA, FNMA or GNMA (if Borrower has been approved by GNMA as a servicer) mortgagee, or a lender under the VA loan guaranty program;
(t) If Borrower has been approved by GNMA as a servicer, GNMA shall revoke or terminate any “accumulated funding deficiency” servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement, or GNMA shall seek any judicial relief;
(u) Borrower shall cease to be an eligible seller or servicer under any FNMA guide, or FNMA shall impose any sanctions upon or terminate or revoke any servicing of Borrower, or FNMA shall initiate any transfer of servicing from Borrower to another Person, or FNMA shall seek any judicial relief;
(v) If Borrower has been approved by GNMA as defined a servicer, GNMA shall send any notice to the Borrower that GNMA intends to or will revoke or terminate any servicing of the Borrower or issue a letter of extinguishment and such notification is not withdrawn within thirty (30) days of receipt by Borrower;
(w) Borrower shall receive notice that FNMA intends to or will terminate or transfer any servicing and such notice is not withdrawn by FNMA within thirty (30) days of receipt by Borrower;
(x) If any property of Borrower is seized or attached; and
(y) If more than 35% of the stock (on an individual or cumulative basis) in Borrower is sold, transferred or conveyed to or by any party without the prior written consent of the Bank. Upon the occurrence of an Event of Default described in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount8.01(f) or (iii) any Related Person g), ---------------------- all of the Obligations shall thereupon be immediately due and payable, without presentment, demand, protest, notice of protest, declaration or notice of acceleration or intention to accelerate, or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case other notice or declaration of any kind, all of which are hereby expressly waived by Borrower and each Related Person or $10,000.00 in Person. Upon the case occurrence of any other ERISA Affiliate; or
(k) A Change Event of Control occursDefault, Bank, at any time and from time to time may without notice to Borrower or any other person declare any or all of the Obligations immediately due and payable, and all such Obligations shall thereupon be immediately due and payable, without presentment, demand, protest, notice of protest, notice of acceleration or of intention to accelerate, or any other notice or declaration of any kind, all of which are hereby expressly waived by Borrower and each Related Person. After any such acceleration Bank shall have no obligation to make any further Advances or loans of any kind under any agreement with any Related Person.
Appears in 1 contract
Samples: Warehouse Loan Agreement (Homecapital Investment Corp)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) The Borrower fails to make any payment of (i) principal of the any Note on or before the date such payment is due, (ii) interest on the any Note and such failure continues for two three (23) Business Days after the date such payment is due, or (iii) any fee, expense or other amount fee due hereunder, under the any Note, or under any other Loan Document, and such failure continues for a period of five (5) Business Days after Lender the date such payment is due, or (iv) any expense or other amount due hereunder, under any Note, or under any other Loan Document and such failure continues for a period of five (5) Business Days after the Administrative Agent gives the Borrower notice thereof;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI VI, Section 5.1 or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender the Administrative Agent gives the Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 200,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00250,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00250,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by the Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 10,000 in the case of any Related Person or $10,000.00 10,000 in the case of any other ERISA Affiliate; or
(k) A Change of Control occurs.
Appears in 1 contract
Samples: Credit Agreement (M I Homes Inc)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails to make when due any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such Notes; or Borrower fails to make any payment is dueof any interest, or (iii) any fee, expense or other amount due hereunder, under the NoteNotes, or under any other Loan Document, and such failure continues for a period of five within three (53) Business Days days after Lender gives Borrower notice thereofthe same becomes due;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 V of this AgreementAgreement (other than Sections 5.8, 5.9 and 5.11) and such Default continues for a period of fifteen (15) days after Agent gives Borrower notice thereof;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereofabove;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise also constitutes a an Event of Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed mademade (it being understood that if any representations and warranties made in respect of any Mortgage Loans included as Eligible Mortgage Loans in the Borrowing Base are not true and correct in all material respects as of any date Borrower may cure such Default by removing, within one (1) Business Day after receipt of written notice from Agent to Borrower, such Mortgage Loan from inclusion as an Eligible Mortgage Loan in the Borrowing Base by making any mandatory repayment required by Section 2.5);
(f) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 250,000.00 (not covered by insurance satisfactory to Lender Required Lenders in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00250,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of other credit facility maintained by Borrower and such default is not cured within any applicable given periodBorrower;
(i) This Agreement, the any Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalityAgent;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate;
(k) Any default or event of default (after expiration of any applicable notice and cure period) occurs under (i) any provision contained in any credit facility maintained by Parent with an original principal amount greater than or equal to $10,000,000 or (ii) any other recourse obligation of Parent greater than or equal to $10,000,000; or
(kl) A Change of Control occurs.
Appears in 1 contract
Nature of Event. An “Event of Default Default” shall exist if any one or more of the following occurs:
(a) the Borrower fails (i) to make any payment of (i) principal of or interest on any of the Note on or before the date such payment is Notes when due, or (ii) interest on the Note and such failure continues for to make any payment within two (2) Business Days after the date such payment is when due, or (iii) of any fee, expense or other amount due hereunder, under the Note, Notes or under any other Loan DocumentTransaction Document or, so long as the Servicer is one of the Originators, the Servicer fails to make any payment or deposit to be made by it under this Agreement when due; or
(b) the Borrower, any one of the Originators or, so long as the Servicer and one of the Originators are the same entity, the Servicer fails (i) to keep or perform any covenant or agreement contained in this Agreement (other than as referred to in Section 8.1(a)) and such failure continues unremedied beyond the expiration of any applicable grace or notice period that may be expressly provided for a in such covenant or agreement or, if no grace or notice period of five (5) Business Days is provided for ten days after Lender gives Borrower written notice thereof;, provided, however, that no grace or notice period shall be permitted for any breach of Section 6.24(b), Section 7.16, Section 7.17, Section 7.18 and/or Section 7.19; or
(bc) Default is made the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor defaults in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement any Transaction Document other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a partythis Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 7.18.1) such default continues unremedied beyond the expiration of any applicable grace or notice period which that may be expressly allowed under provided for in such other Loan DocumentTransaction Document (or, but whichif no grace or notice is provided, in any case, shall not be shorter than fifteen (15) days;for ten days after written notice thereof); or
(ed) Any material any statement, warranty or representation by or on behalf of the Borrower, any Related Person one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor contained in this Agreement, the Note Notes or any other Loan Transaction Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:; or
(i) suffers in the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers Borrower, the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person Borrower fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance or, in the case of the Originators, the Servicer and the Performance Guarantor, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other than the Obligations) Indebtedness with an unpaid principal balance of over $1,000,000.005,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (ii) any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured any agreement securing or relating to such obligation (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) in the case of the Borrower, any of the foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance, or, in the case of each of the Originators, the Servicer (so long as the Servicer and one of the Originator are the same entity) or the Performance Guarantor, any Related Person of the foregoing occurs with respect to any one or more items of Indebtedness with unpaid principal balances exceeding, in the aggregate, $250,000.00;5,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or
(f) the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor generally shall not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or
(g) the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (v) take action for the purpose of effecting any of the foregoing; or
(h) Any event an involuntary petition or condition occurs under complaint shall be filed against the Borrower, any provision contained in of the Parent Debt Agreement Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of the Borrower, any other material breach of the Originators, the Servicer or default under the Parent Debt Agreement occurs) if Performance Guarantor or the effect thereof is to cause appointment of a receiver, custodian, trustee, intervenor or permit liquidator of the holder Borrower, any of the Originators, the Servicer or trustee the Performance Guarantor, or all or substantially all of the assets of either the Borrower, any of the Originators, the Servicer or the Performance Guarantor, and such obligation to cause such obligation to become due petition or repurchased, prepaid, redeemed or defeased prior to its stated maturitycomplaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or, decree shall be entered by any default court of competent jurisdiction or event other competent authority approving a petition or complaint seeking reorganization of default occurs under the Borrower, any provision contained in of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any line of credit maintained by Borrower and such default is not cured within the Originators, the Servicer or the Performance Guarantor, or of all or substantially all of assets of the Borrower, any applicable given period;of the Originators, the Servicer or the Performance Guarantor; or
(i) This in the case of the Borrower, the Borrower shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money, or, in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $5,000,000.00; or any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $5,000,000.00; or in the case of the Borrower, the Borrower shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or order for payment which the Borrower may appeal, or in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $5,000,000.00 and which any of the Originators, the Servicer or the Performance Guarantor may appeal; or
(j) any Person shall levy on, seize or attach all or any material portion of the assets of the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor and within thirty (30) days thereafter the Borrower, the related Originators, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; or
(k) if an event or condition specified in Section 5.3(b) shall occur or exist; or
(l) any of the Originators or the Servicer (so long as the Servicer and one of the Originators are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae, or Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae shall impose any sanctions upon or terminate or revoke any rights of the Servicer (so long as the Servicer is one of the Originators) or any of the Originators; or
(m) if (x) any Governmental Authority cancels an Originator’s right to be either a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgage-backed securities, (y) any Approved Investor cancels for cause any servicing or underwriting agreement between any of the Originators and such Approved Investor or (z) any of the Originators receive notice from a Governmental Authority that such Governmental Authority intends to revoke an Originator’s right to be a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within ten days of the receipt thereof; or
(n) failure of the Borrower or any of the Originators to correct an imbalance in any escrow account established with the Borrower or the related Originators as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or by the Administrative Agent; or
(o) failure of any of the Originators or the Servicer to meet, at all times, the minimum net worth requirements of Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae as an originator, seller or servicer, as applicable; or
(p) any provision of this Agreement, the Note Notes or any other Loan Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliatedenied; or
(kq) A Change a “change in control,” with respect to the ownership of Control occurs.the Performance Guarantor shall have occurred (and as used in this subparagraph, the term “change in control” shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of 1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the then-outstanding voting stock of the Performance Guarantor); or the Performance Guarantor shall cease at any time to own, directly or indirectly, at least 90% of each class of the outstanding capital stock of or at least 90% of all of the membership interests in, as applicable, each Originator; or
Appears in 1 contract
Samples: Loan Agreement (Lennar Corp /New/)
Nature of Event. An Event of Default shall exist if any one --------------- or more of the following occurs:
(a) The Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, Note or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance Borrower fails to observe or performance by perform (i) any Related Person of any term, covenant or agreement set forth in Article VI Sections 2.4, 3.4, 6.13, 6.17, 6.20, 6.21 or Section 5.9 of 7 ----------------------------------------- --------- (other than Sections 7.9 through 7.11, inclusive, Section 7.18 and Section 7.16, ------------ ---- ------------ ------------ which Section 7.16 is governed by Section 8.1(l)) or (ii) any term, covenant or ------------ --------------- agreement set forth in Sections 7.9 through 7.11 or Section 7.18 if such failure ------------ ---- ------------ shall remain unremedied for 20 days, or (iii) any other term, covenant or agreement in this AgreementAgreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by BOIA;
(c) Default is made in the due observance Borrower fails to observe or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or perform any of the covenants or agreements contained in any other Loan Document to which it is a partyDocument, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.18.1) such default continues unremedied beyond the expiration of any ----------- applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;; 209
(ed) Any any material statement, warranty or representation by or on behalf of any Related Person the Borrower contained in this Agreement, the Note Note, the Security Agreement or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(iie) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00500,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured any agreement securing or relating to such obligation (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person Borrower with unpaid principal balances exceeding, in the aggregate, $250,000.00500,000.00;
(f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors;
(g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing;
(h) Any event any involuntary petition or condition occurs under complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any provision contained court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets;
(i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000.00 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the Parent Debt Agreement aggregate $250,000.00, or Borrower fails within 30 days to timely appeal or 210 pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000.00 and which Borrower may appeal;
(or any other material breach or default under the Parent Debt Agreement occursj) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line other Indebtedness of credit maintained by Borrower and such default is not cured within any applicable given periodto BOIA;
(ik) This any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets;
(l) an event or condition specified in Section 7.16 occurs or ------------ exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower;
(m) any change in the senior management of Borrower shall occur;
(n) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or
(o) any provision of this Agreement, the Note Note, the Security Agreement or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate; or
(k) A Change of Control occursdenied.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, Note or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Guarantor fails to make any payment of any Obligation owing by Guarantor under the Guaranty on or before the date such payment in due;
(c) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI ARTICLE VII or Section 5.9 by Guarantor of this Agreementany covenant set forth in the Guaranty;
(cd) Default is made in the due observance or performance by any Related Person of any of the other covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default default continues for a period of fifteen thirty (1530) days after Lender Bank One gives Borrower notice thereof;
(de) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1SECTION 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(ef) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fg) any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness other than the Obligations with an unpaid principal balance of over $100,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $100,000;
(h) Any Related PersonPerson or Guarantor:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 100,000 with respect to Borrower or $1,000,000 with respect to Guarantor (not covered by insurance satisfactory to Lender Bank One in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person fails to make when due , and such writ or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance warrant of over $1,000,000.00; attachment or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default similar process is not cured stayed or released within thirty days after the entry or levy thereof or after any applicable given periodstay is vacated or set aside;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Bank One; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegalityBank One;
(j) Any default or event of default shall occur with respect to the payment of any Indebtedness of a Related Person or Guarantor to Bank One (other than the Obligations);
(k) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any each Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case 10,000;
(l) a Change of any Related Person or $10,000.00 in the case of any other ERISA AffiliateControl occurs; or
(km) A Change any Indebtedness of Control occursGuarantor under that certain Credit Agreement dated April 18, 1996, among Guarantor, NationsBank of Texas, N.A., as Agent, and certain financial institutions is accelerated.
Appears in 1 contract
Samples: Credit Agreement (Cameron Ashley Building Products Inc)
Nature of Event. An “Event of Default Default” shall exist if any one or more of the following occurs:
(a) Borrower any Seller fails (i) to make any payment of (i) principal of the Note on or before the date such payment is when due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is due, or (iii) of any fee, expense or other amount due hereunder, under the Note, or under any other Loan DocumentTransaction Document if such failure is not cured within five calendar days of the due date or, (ii) so long as the Servicer is one of the Sellers, the Servicer fails to make any payment or deposit to be made by it under this Agreement when due if such failure is not cured within five calendar days of the due date of such payment or deposit; or
(b) any Seller or, so long as the Servicer and one of the Sellers are the same entity, the Servicer fails to keep or perform any covenant or material obligations contained in this Agreement (other than as referred to in Section 8.1(a)) and such failure continues unremedied beyond the expiration of any applicable grace or notice period that may be expressly provided for a period of five (5) Business Days after Lender gives Borrower notice thereof;in such covenant or material obligations; or
(bc) Default is made any Seller, the Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor defaults in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement any Transaction Document other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a partythis Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 7.18.1) such default continues unremedied beyond the expiration of any applicable grace or notice period which that may be expressly allowed under provided for in such other Loan Transaction Document, but which, in any case, shall not be shorter than fifteen (15) days;; or
(ed) Any material statement, any warranty or representation by or on behalf of any Related Person Seller, the Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor contained in this Agreement, the Note Agreement or any other Loan Transaction Document to which it is a partyor any statement, warranty or representation in any Borrowing RequestPurchase Report, officer’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:
(i) suffers the entry against it of a judgment; provided, decree that, this shall not include representations or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effectwarranties with respect to specific Mortgage Loans, including the federal Bankruptcy Codebut not limited to, as from time to time amended, clause (k) of Section 5.2 hereof unless such incorrect statements are made knowingly or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) daysintentionally; or
(iie) commences a voluntary case under (i) any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person Seller fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.001,500,000.00; or (ii) any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured any agreement securing or relating to such obligation (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) regarding each of the Sellers or the Servicer (so long as the Servicer and one of the Seller are the same entity) any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00;1,500,000.00 with respect to each Seller and the Servicer; or
(f) any Seller, the Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor generally shall not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or
(g) any Seller, the Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (v) take action for the purpose of effecting any of the foregoing; or
(h) Any event an involuntary petition or condition occurs under complaint shall be filed against any provision contained in Seller, the Parent Debt Agreement Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of any other material breach of the Sellers, the Servicer, or default under the Parent Debt Agreement occurs) if Performance Guarantor or the effect thereof is to cause appointment of a receiver, custodian, trustee, intervenor or permit liquidator of the holder Sellers, the Servicer or trustee the Performance Guarantor, all or substantially all of such obligation to cause such obligation to become due the assets of either the Sellers, the Servicer, or repurchased, prepaid, redeemed or defeased prior to its stated maturitythe Performance Guarantor; or an order, order for relief, judgment or, decree shall be entered by any default court of competent jurisdiction or event other competent authority approving a petition or complaint seeking reorganization of default occurs under any provision contained in any line the Sellers, the Servicer (so long as the Servicer and one of credit maintained by Borrower and such default is not cured within any applicable given period;the Sellers are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Sellers, the Servicer or the Performance Guarantor, or of all or substantially all of assets of the Sellers, the Servicer or the Performance Guarantor; or
(i) This Agreementany Seller, the Note Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order (or judgments or orders) for payment of money in excess of $5,000,000.00 (singly or in the aggregate);
(j) any Person shall levy on, seize or attach all or any material portion of the assets of any Seller, the Servicer (so long as the Servicer and one of the Sellers are the same entity) or the Performance Guarantor and within thirty (30) days thereafter the Sellers, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; or
(k) if an event or condition specified in Section 5.1(w) shall occur or exist; or
(l) any of the Sellers or the Servicer (so long as the Servicer and one of the Sellers are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae, or Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae shall impose any sanctions upon or terminate or revoke any rights of the Servicer (so long as the Servicer and one of the Sellers are the same entity) or any of the Sellers; or
(m) if (x) any Governmental Authority cancels any Seller’s right to be either a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgage-backed securities, (y) any Approved Take-Out Investor cancels for cause any servicing or underwriting agreement between any of the Sellers and such Approved Take-Out Investor that could reasonably be expected to have a Material Adverse Effect or (z) any Seller receives notice from a Governmental Authority that such Governmental Authority intends to revoke such Seller’s right to be a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within (10) ten days of the receipt thereof; or
(n) failure of any Seller to correct an imbalance in any escrow account established with such Seller as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or by the Administrative Agent; or
(o) failure of any of the Sellers or the Servicer to meet, at all times, the minimum net worth requirements of Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae as an originator, seller or servicer, as applicable; or
(p) any material provision of this Agreement or any other Loan Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliatedenied; or
(kq) A Change a “change in control,” with respect to the ownership of Control occurs.AHMIC shall have occurred after the date hereof (and as used in this subparagraph, the term “change in control” shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of 1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the then-outstanding voting stock of the Performance Guarantor); or AHMIC shall cease at any time to own directly or indirectly 100% of the stock of each Seller; or
Appears in 1 contract
Samples: Repurchase Agreement (American Home Mortgage Investment Corp)
Nature of Event. An Event of Default shall exist if any one or more --------------- of the following occurs:
(aA) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueany Note, or (iii) payment of any fee, expense or other amount due hereunder, under any of the Note, Notes or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(bB) Default is made in the due observance Borrower fails to observe or performance by perform (i) any Related Person of any term, covenant or agreement set forth in Article VI SECTIONS 2.3(B)(III), 2.5, 6.13, 6.17, 6.20, 6.21 or Section 5.9 of 6.22 or SECTION 7 (other than SECTIONS 7.9 through 7.12, inclusive, SECTION 7.18 and SECTION 7.16, which SECTION 7.16 is governed by SECTION 8.1(L) or (II) any term, covenant or agreement set forth in SECTIONS 7.9 through 7.12 or SECTION 7.18 if such failure shall remain unremedied for 20 days, or (iii) any other term, covenant or agreement in this Agreementagreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required Lenders;
(cC) Default is made in the due observance Borrower fails to observe or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(d) Any Related Person defaults in the due observance or performance or perform any of the covenants or agreements contained in any other Loan Document to which it is a partyDocument, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1SECTION 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(eD) Any any material statement, warranty or representation by or on behalf of any Related Person Borrower contained in this Agreementagreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreementagreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fE) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.
(g) Any Related Person Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00500,000.00; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured any agreement securing or relating to such obligation (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person Borrower with unpaid principal balances exceeding, in the aggregate, $250,000.00500,000.00;
(hF) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to Borrower shall generally not pay its debts as they become due or repurchasedshall admit in writing its inability to pay its debts, prepaidor shall make a general assignment for the benefit of creditors;
(G) Borrower shall (i) apply for or consent to the appointment of a receiver, redeemed trustee, custodian, intervenor or defeased prior liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing;
(H) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its stated maturityassets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets;
(I) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000.00 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000.00, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000.00 and which Borrower may appeal;
(J) any default or event of default occurs under any provision contained in other Indebtedness of Borrower to any line of credit maintained by Borrower and such default is not cured within any applicable given periodLender;
(iK) This Agreementany Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets;
(L) an event or condition specified in SECTION 7.16 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower;
(M) any change in the senior management of Borrower shall occur;
(N) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the Note giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower;
(O) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower;
(P) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or
(Q) any provision of this agreement, the Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender part; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate; or
(k) A Change of Control occursdenied.
Appears in 1 contract
Samples: Loan Agreement (NVR Inc)
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower Any Related Person or Parent fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 V of this AgreementAgreement (other than Section 5.9) and such Default continues for a period of thirty (30) days after Lender gives Preferred notice thereof;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereofabove;
(d) Any Related Person or Parent defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a partyparty (other than this Agreement), and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person or Parent contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related PersonPerson or Parent:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.001,000,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.001,000,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement Agreements (or any other material breach or default under the any Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 75,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 10,000 in the case of any Related Person or $10,000.00 100,000 in the case of any other ERISA Affiliate; or;
(k) A Change of Control occurs; or
(l) Any Related Person or Parent is dissolved or otherwise ceases to exist except as permitted by Section 6.1.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, or under any other Loan Document, and on or before the date such failure continues for a period of five (5) Business Days after Lender gives Borrower notice thereofpayment is due;
(b) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 V of this AgreementAgreement (other than Section 5.9) and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(c) Default is made in the due observance or performance by any Related Person of any of the covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereofabove;
(d) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(e) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(f) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 1,000,000 individually and $2,500,000 in the aggregate (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(g) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.001,000,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.001,000,000;
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(ji) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 10,000 in the case of any Related Person or $10,000.00 100,000 in the case of any other ERISA Affiliate; or
(kj) A Change of Control occurs.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails The Company and the applicable Co-Borrowers fail to make any payment of (i) principal of the on any Note on or before the date such payment is dueDrawdown Termination Date, (ii) interest except as provided in immediately preceding clause (i), principal on the any Note and such failure continues for two in accordance with Section 2.06 within one (21) Business Days after the date such payment is dueDay of when required to be paid to Agent or any Lender pursuant to this Agreement or any other Loan Document, or (iii) interest on any fee, expense Note or any fee or other amount due hereunder, under the Note, required to be paid to Agent or under any Lender pursuant to this Agreement or any other Loan Document, and such failure continues for a period of Document within five (5) Business Days calendar days after Lender gives Borrower notice thereofof such failure is given by Agent to the Company and the applicable Co-Borrowers;
(b) Default is made in any of the due observance covenants contained in Section 6.13, 6.14 or performance by any Related Person of any covenant set forth in Article VI or Section 5.9 of this Agreement6.15 and such default continues unremedied for ten (10) calendar days;
(c) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Related Person Restricted Subsidiaries of any of the covenants other covenant or agreements contained agreement set forth in this Agreement other than those described in subsections Article VI (aexcluding Sections 6.13, 6.14 and 6.15) or (b) immediately above Section 5.01 and such Default default continues unremedied for a period of fifteen thirty (1530) days after Lender gives Borrower notice thereofcalendar days;
(d) Any Related Person defaults Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any Restricted Subsidiaries of the covenants any covenant or agreements contained agreement set forth in any other Loan Document (other than as referred to which it is a party, in subsections (a) (b) or (c) above) and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.1) such default continues unremedied beyond for thirty (30) calendar days after notice of such default is given by Agent to the expiration of any Company and the applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) daysCo-Borrowers;
(e) Any material statement, (i) warranty or representation by or on behalf of any Related Person the Company and the applicable Co-Borrowers contained in this Agreement, the Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s certificate or other writing furnished in connection with this Agreementborrowing request, proves to have been incorrect or misleading misleading, in any case in any material respect as of the date made or deemed made or (ii) written statement by or on behalf of the Company or the applicable Co-Borrowers contained in any Loan Document or in any borrowing request, proves to have been incorrect or misleading, in any case in any material respect as of the date made or deemed made; provided that if, in the reasonable judgment of the Agent, the statement was the result of an unintentional error or mistake in business judgment or transcription, or of ordinary negligence, and the Company or the applicable Co-Borrower corrects the statement on or before 5 calendar days after notice of the error from the Agent, then such incorrect or misleading statement will not be a Default or an Event of Default;
(f) Any Related PersonBorrower or any Restricted Subsidiary:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty ninety (6090) calendar days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an any order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes partnership action, corporate action or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty ninety (6090) calendar days after the making thereof, or such appointment or taking possession is at it any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 1,000,000 (not covered by insurance satisfactory to Lender Agent in its discretion), unless (A) the same is discharged within thirty (30) calendar days after the date of entry thereof or no less than five (5) days prior to any proposed sale thereunder, or (B) an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.; provided, however, if any event set forth in this Section 7.01(f) occurs with respect to any Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless it could have a Material Adverse Effect;
(g) Any Related Person The Company or any Restricted Subsidiary fails to make when due (whether by acceleration or otherwise) or within any applicable grace period (after giving effect to any applicable notice requirement), any payment due in an amount greater than $5,000,000 on any GAAP Indebtedness and Contingent Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00and such failure allows the holder thereof to accelerate such GAAP Indebtedness or Contingent Obligation; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00);
(h) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in any line of credit maintained by Borrower and such default is not cured within any applicable given period;
(i) This Agreement, the Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(j) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a)) of the Code in excess of $25,000.00 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000.00 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) any Related Person Agent or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA AffiliateLender; or
(ki) A Change of Control occurs.
Appears in 1 contract
Nature of Event. An Event of Default shall exist if any one or more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after Notes or the date such payment is dueSwing-Line Note, or (iii) payment of any fee, expense or other amount due hereunder, under the NoteNotes, the Swing-Line Note or under any other Loan Document, on or before the date such payment is due;
(b) Guarantor fails to make any payment of any Obligation on the date such payment in due;
(c) Default is made in the due observance or performance by any Related Person of any covenant set forth in Sections 6.09, 6.10 and Section 6.15 and such failure default continues unremedied for a period thirty (30) calendar days after any executive officer of five (5) Business Days after Lender gives Borrower notice such Related Person obtains knowledge thereof;
(bd) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI that is not described in subsections (a), (b) or Section 5.9 of this Agreement(c) immediately above;
(ce) Default is made in the due observance or performance by any Related Person of any of the other covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender Agent gives Borrower notice thereof;
(df) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.17.01) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(eg) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Notes, the Swing-Line Note or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s 's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fh) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender Agent in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral.;
(gi) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (other than the Obligations) with an unpaid principal balance of over $1,000,000.00100,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00100,000;
(hj) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in other Indebtedness of any line of credit maintained by Borrower and such default is not cured within Related Person to any applicable given periodLender;
(ik) This Agreement, the Notes, the Swing-Line Note or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Agent or any Lender other than by reason of illegality;
(jl) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate10,000; or
(km) A Change of Control occurs.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
Nature of Event. An Event of Default shall exist if any one or --------------- more of the following occurs:
(a) Borrower fails to make any payment of (i) principal of the Note on or before the date such payment is due, (ii) interest on the Note and such failure continues for two (2) Business Days after the date such payment is dueNote, or (iii) payment of any fee, expense or other amount due hereunder, under the Note, Note or under any other Loan Document, on or before the date such payment is due and such failure default continues unremedied for a period of five two (52) Business Days after Lender gives Borrower notice any executive officer of such Related Person obtains knowledge thereof;
(b) Guarantor fails to make any payment of any Obligation on the date such payment is due and such default continues unremedied for two (2) Business Days after any executive officer of such Related Person obtains knowledge thereof;
(c) Default is made in the due observance or performance by any Related Person of any covenant set forth in Sections 7.09 through 7.11 and Section 7.16 and such default continues unremedied for thirty (30) calendar days after any executive officer of such Related Person obtains knowledge thereof;
(d) Default is made in the due observance or performance by any Related Person of any covenant set forth in Article VI VII that is not described in subsections (a), (b) or Section 5.9 of this Agreement(c) immediately above;
(ce) Default is made in the due observance or performance by any Related Person of any of the other covenants or agreements contained in this Agreement other than those described in subsections (a) or (b) immediately above and such Default continues for a period of fifteen (15) days after Lender gives Borrower notice thereof;
(df) Any Related Person defaults in the due observance or performance or any of the covenants or agreements contained in any other Loan Document to which it is a party, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 7.18.01) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document, but which, in any case, shall not be shorter than fifteen (15) days;
(eg) Any material statement, warranty or representation by or on behalf of any Related Person contained in this Agreement, the Note Notes or any other Loan Document to which it is a party, or in any Borrowing Request, officer’s Officer's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;
(fh) Any Related Person:
(i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or
(ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, ; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or
(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or
(iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000.00 500,000 (not covered by insurance satisfactory to Lender in its discretion), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or
(v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral., and such writ or warrant of attachment or any similar process is not stayed or released within thirty days after the entry or levy thereof or after any stay is vacated or set aside;
(gi) Any Related Person fails to make when due or within any applicable grace period any payment on any Indebtedness (Indebtedness, other than the Obligations) Obligations with an unpaid principal balance of over $1,000,000.00100,000; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of any Related Person with unpaid principal balances exceeding, in the aggregate, $250,000.00100,000;
(hj) Any event or condition occurs under any provision contained in the Parent Debt Agreement (or any other material breach or default under the Parent Debt Agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due or repurchased, prepaid, redeemed or defeased prior to its stated maturity; or any default or event of default occurs under any provision contained in other Indebtedness of any line of credit maintained by Borrower and such default is not cured within any applicable given periodRelated Person to Lender;
(ik) This Agreement, the Note Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part as the result of any action initiated by any Person other than Lender Lender; or the validity or enforceability of any such document shall be challenged or denied by any Person other than Lender other than by reason of illegality;
(jl) Either (i) any “"accumulated funding deficiency” " (as defined in Section 412(a)) of the Code in excess of $25,000.00 25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s 's benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s 's assets available for the payment of such benefits by more than $10,000.00 10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s 's proportionate share of such excess exceeds such amount) or (iii) any Related Person or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000.00 in the case of any Related Person or $10,000.00 in the case of any other ERISA Affiliate10,000; or
(km) A Change of Control occurs.
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Samples: Credit Agreement (Nab Asset Corp)