Common use of Defaults and Events of Default Clause in Contracts

Defaults and Events of Default. It is understood and agreed that notwithstanding anything to the contrary herein, so long as the applicable Pricing Certificate was completed by the Borrower in good faith based on information reasonably available to the Borrower at the time that such calculation was made (as reasonably determined by the Administrative Agent), any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower will comply with the terms of this Section 2.12 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, (i) any additional amounts required to be paid pursuant to Section 2.12(d) shall not be due and payable until the date that is ten Business Days after a written demand is made for such payment by the Administrative Agent, (ii) any nonpayment of such additional amounts prior to the date that is ten Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to any Advance or the issuance of any Letter of Credit (whether retroactively or otherwise), and (iii) none of such additional amounts shall be deemed overdue prior to such date that is ten Business Days after such written demand or shall accrue interest at the Default Rate pursuant to Sections 2.10(d) prior to such date that is ten Business Days after such written demand. For the avoidance of doubt and notwithstanding anything to the contrary herein, any Pricing Certificate Inaccuracy will not impact any representation or warranty made by the Borrower in any certificate or other document delivered in connection with this Agreement.

Defaults and Events of Default. It is understood and agreed that notwithstanding anything Subject to the contrary hereinfinal paragraph of this Section 7.1, so long as if any of the applicable Pricing Certificate was completed by following events shall occur and be continuing with respect the Borrower in good faith based on information reasonably available to (each an "Event of Default"): (a) the Borrower at the time that such calculation was made (as reasonably determined by the Administrative Agent), shall fail to pay any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default or otherwise result in the failure principal of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower will comply Loan when due in accordance with the terms thereof or hereof, including without limitation any failure to make a mandatory prepayment due pursuant to the provisions of Section 2.6; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder, within three (3) business days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (b) any representation or warranty made or deemed made by the Borrower, or made or deemed made at the Borrower's request, herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or (c) the Borrower shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) and (b) of this Section 2.12 Section), and such default shall continue unremedied for a period of thirty (30) days or, solely in the case of such default arising under Sections 5.4, 5.7 or 6.5 hereof, five (5) Business Days; or (d) the Borrower shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Loans), Interest Rate Agreement, Swap Obligation or in the payment of any Guarantee Obligation, beyond the grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness, Interest Rate Agreement, Swap Obligation or Guarantee Obligation was created, if the aggregate amount of the Indebtedness, Interest Rate Agreement, Swap Obligations and/or Guarantee Obligations in respect of which such default or defaults shall have occurred is equal to the lesser of (A) $10,000,000 or (B) an amount equal to 5% of the Borrower's net assets; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness, Interest Rate Agreement, Swap Obligation or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation, Interest Rate Agreement, or Swap Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness, Interest Rate Agreement or Swap Obligation to become due prior to its stated maturity or such Guarantee Obligation to become payable if the aggregate amount of the Indebtedness, Interest Rate Agreement, Swap Obligations and/or Guarantee Obligations subject to becoming so due or so payable is equal to the lesser of (A) $10,000,000 or (B) 5% of the Borrower's net assets; or (i) the Borrower shall commence any case, proceeding or other action with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything itself (A) under any then applicable law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the contrary herein, unless such amounts Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be due upon commenced against the occurrence Borrower, any case, proceeding or other action of an actual or deemed a nature referred to in clause (i) above which (A) results in the entry of an order for relief with respect to or any such adjudication or appointment and (B) remains undismissed, undischarged, unstayed, unvacated or unbonded pending appeal within sixty (60) days from the entry thereof; or (iii) there shall be commenced against the Borrower under any Debtor Relief Lawcase, proceeding or other action seeking issuance of a writ of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower shall take any action in material furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) any additional amounts required to be paid pursuant to Section 2.12(d) shall not be due and payable until the date that is ten Business Days after a written demand is made for such payment by the Administrative Agent), (ii) any nonpayment of such additional amounts prior to the date that is ten Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default ). or Event of Default or otherwise result in the failure of any condition precedent to any Advance or the issuance of any Letter of Credit (whether retroactively or otherwise), and (iii) none of such additional amounts shall be deemed overdue prior to such date that is ten Business Days after such written demand or shall accrue interest at the Default Rate pursuant to Sections 2.10(d) prior to such date that is ten Business Days after such written demand. For the avoidance of doubt and notwithstanding anything to the contrary herein, any Pricing Certificate Inaccuracy will not impact any representation or warranty made by the Borrower in any certificate or other document delivered in connection with this Agreement.above; or