Security Failure. Any Collateral Document or financing statement after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby; or
Security Failure. Ten (10) Business Days after the earlier of (i) a Loan Party obtaining actual knowledge that, or (ii) receipt of written notice by the Administrative Agent that, any Collateral Document or financing statement required by this Agreement, as amended, shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby, which failure is not corrected within such ten (10) Business Day period; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under any Bankruptcy Law, (y) the Commitments of each Lender Party and the obligation of each Lender Party to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Loan Parties. Each Lender acknowledges that the ability of the Administrative Agent to take any such action requested by or consented to by the Required Lenders in respect of the Collateral will be subject to the terms and provisions of the Intercreditor Agreement.
Security Failure. Any Collateral Document or financing statement after delivery thereof pursuant to Section 3.01 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby; provided, however, that any such failure shall not give rise to an Event of Default hereunder if (i) such failure is unintentional on the part of the Loan Parties, (ii) no other Default or Event of Default has occurred and is then continuing, (iii) such failure is reasonably susceptible of cure by the Loan Parties (with the reasonable cooperation of the Agents and Lenders, if necessary) and is cured within ten (10) days after the earlier of the date on which (A) a Responsible Officer of a Loan Party obtains actual knowledge of such failure or (B) written notice thereof has been given to the Borrowers by any Agent or any Lender; provided further that the Agents and Lenders shall cooperate in all commercially reasonable respects with the Loan Parties in effecting such cure; or 109
Security Failure. 43 7.5 Failure to Comply with Covenants.......................................43 7.5a Failure to Comply with Certain Article IV Covenants and Article V Covenants....................................................43 7.5b Failure to Comply with Other Covenants.................................43 7.6 Misrepresentation......................................................44 7.7 Adverse Judgments, Etc.................................................44
Security Failure. The Collateral Documents collectively shall cease to create a valid and perfected first priority lien (to the extent purported to be granted by such documents) on any portion of the Collateral, subject to Permitted Encumbrances.
Security Failure. The failure of Seller to cause First Wind, or an Affiliate of First Wind (other than Seller), to apply for and cause to be issued to Buyer and thereafter to maintain and replace the LD Security or Performance Security in compliance with Section 3.5(b) or Section 7.3, as applicable, including, among other requirements thereunder, (1) in the case of a Downgrade Event, the failure of Seller to cause First Wind or an Affiliate of First Wind (other than Seller) to replace the LD Security or the Performance Security (unless payment on such LD Security or Performance Security has been made upon demand by Buyer as provided for pursuant to the agreement referred to in Section 2.1(c)or Section 2.1(e), as applicable); or (2) in the case of a failure of Seller to cause First Wind, or an Affiliate of First Wind (other than Seller), prior to thirty (30) days before the expiration date of the LD Security or Performance Security to cause the extension thereof or the issuance of a replacement LD Security or Performance Security (unless payment on such LD Security or Performance Security has been made upon demand by Buyer as provided for pursuant to the agreement referred to in Section 2.1(e)); or the failure of Seller to cause First Wind or an Affiliate of First Wind (other than Seller) to provide replacement LD Security or Performance Security within ten (10) Business Days after written notice to Seller of the occurrence of any of the following events: (x) the failure of the Qualified Issuer to honor a demand for payment or make a payment thereunder; (y) the LD Security or the Performance Security issued by such Qualified Issuer shall fail to be in full force and effect in accordance with the terms of this Agreement; or (z) the Qualified Issuer shall repudiate, disaffirm, disclaim, reject, in whole or in part, or challenge the validity of its LD Security or Performance Security.
Security Failure. Any Collateral Document after delivery thereof pursuant to Section 3.01 shall for any reason (other than pursuant to the terms thereof or because it has not been filed in the appropriate filing or recording office) cease to create a valid Lien on the Collateral purported to be covered thereby; or
