Event of Default Defined. Each of the following events shall be an Event of Default under this Loan Agreement: (a) Failure of the Corporation to make any payment on the Note when the same becomes due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to the terms thereof or this Loan Agreement. (b) Except as provided in Section 5.15, failure of the Corporation to observe or perform any of its other covenants, conditions or agreements hereunder for a period of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension of such time prior to its expiration), specifying such failure and requesting that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with due diligence. (c) Abandonment of any portion of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more. (1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof. (e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of such entity or of any substantial part of its property, or if such entity makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due. (f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered. (g) If an Event of Default under the Indenture or any of the Company Loan Agreements shall occur.
Appears in 1 contract
Sources: Loan Agreement (Virginia Gas Co)
Event of Default Defined. Each As used herein, the term Event of Default shall include each or all of the following events shall be an Event of Default under this Loan Agreementevents:
(a) Failure of the Corporation Borrower shall fail to make pay any payment on principal or interest due under the Note or any other amount payable hereunder when the same becomes due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to the terms thereof or this Loan Agreementdue.
(b) Except as provided Borrower or guarantor shall default in Section 5.15the performance of any agreement, failure term, provision, condition, or covenant required to be performed or observed by Borrower or any guarantor hereunder or under the Loan Documents (other than non payment and other than a covenant or agreement or default that is elsewhere in this Agreement or in the Loan Documents specifically dealt with) required to be performed or observed by Borrower hereunder or any other Loan Document or other agreement with or in favor of the Corporation to observe or perform any of its other covenants, conditions or agreements hereunder for a period of Lender which is not cured within thirty (30) days after of delivery of written notice in writing (unless of default, or if the Corporation and the Trustee shall agree in writing to an extension breach is of such time prior to its expiration), specifying such failure and requesting a nature that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default which can cannot reasonably be cured but which cannot with due diligence be cured or remedied within such the thirty (30-) day period, the time period for cure shall be extended for such period as may be necessary to cure such failure by the Corporation with reasonable diligence, but not to proceed promptly to prosecute the curing of the same with due diligenceexceed sixty (60) days after such written notice.
(c) Abandonment Any financial information, statement, certificate, representation or warranty given to Lender by Borrower (or any of their representatives) in connection with entering into this Agreement or the other Loan Documents and/or any portion borrowing hereunder, or required to be furnished under the terms hereof or the Loan Documents, shall prove to be untrue in any material respect (as determined by Lender in the exercise of its reasonable judgment) as of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or moretime when given.
(1d) If Borrower shall be in default under the Corporationterms of any loan agreement, promissory note, guaranty, lease, conditional sales contract or other agreement, document or instrument evidencing, governing or securing any indebtedness owing by Borrower to Lender, and the Distribution Companyperiod of grace, the Storage Companyif any, the Exploration Company to cure said default shall have passed, unless such default or the Pipeline Company files underlying claim is being contested by Borrower based on a petition legitimate, good faith argument and Borrower has bonded or answer seeking reorganization reserved sufficient monies to satisfy such default or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereofunderlying claim.
(e) If there is instituted Borrower shall be in default under the terms of any loan agreement, promissory note, lease, conditional sale contract or other agreement, document or instrument evidencing, governing or securing any indebtedness in excess of $100,000 owed by Borrower to any third party, and the Corporationperiod of grace, the Distribution Companyif any, the Storage Companyto cure said default shall have passed, the Exploration Company unless such default or the Pipeline Company underlying claim is being contested by Borrower based on a legitimate, good faith argument and Borrower or has bonded or reserved sufficient monies to satisfy such default or underlying claim.
(f) Any final judgment shall be obtained against Borrower that, together with all other outstanding unsatisfied judgments against Borrower shall exceed the sum of $100,000 and shall remain unvacated, unbonded or unstayed for a period of 30 days following the date of entry thereof, unless such default or the underlying claim is being contested by Borrower based on a legitimate, good faith argument and Borrower has bonded or reserved sufficient monies to satisfy such default or underlying claim.
(i) Borrower shall cease to exist; (ii) any proceedings for an order for reliefbankruptcy, insolvency or receivership proceedings, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of such entity or of any substantial part of its property, or if such entity makes an assignment for the benefit of creditors creditors, shall be commenced by Borrower or any Guarantor under any federal or state law; or (iii) if an order for relief under any present or future federal bankruptcy act or similar state or federal law shall be entered against Borrower, or if a petition or answer requesting or proposing the entry of such order for relief or the adjudication of Borrower as a debtor or a bankrupt or its or their reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof or; (iv) Borrower shall become the subject of any out-of-court settlement with substantially all of its creditors; or (v) Borrower is unable or admits in writing its inability to pay its debts generally as they become duemature.
(fh) If any warranty, representation or other statement by or on behalf There is a material adverse change in the financial condition of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement Borrower or in any other document collateral securing the Loan.
(i) Borrower shall enter into any merger or instrument furnished consolidation transaction, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, transfer or otherwise dispose of, in connection with one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, except as permitted by this Agreement or unless the issuance prior written consent of Lender is first obtained.
(j) A survey shows that the Project encroaches upon any easements, unvacated street, building or sale parking set-backs, or upon any adjoining property to an extent deemed material by Lender.
(k) The construction of the BondsProject is abandoned or shall be unreasonably delayed or be discontinued for a period of forty-five (45) consecutive calendar days or such number of days as is deemed to be reasonable by Lender under the particular circumstances of the delay, including in each instance, for reasons other than acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions or any similar cause over which Borrower is unable to exercise control.
(l) The construction of the Company Loan AgreementsProject is abandoned or shall be unreasonably delayed or be discontinued for a period of ninety (90) consecutive calendar days as a result of or arising from acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions or any similar cause over which Borrower is unable to exercise control.
(m) Lender shall determine that additional sums are to be deposited with Lender to provide for the completion of the Project and Borrower shall fail to deposit such sums as required by said Section 2.04 of this Agreement.
(n) All or any portion of the Project or the Mortgaged Property, or the legal, equitable or any other interest herein, shall prove be sold, transferred, assigned, leased or otherwise disposed of except as permitted by this Agreement or unless the prior written consent of Lender is first obtained.
(o) At the time any Advance is requested by Borrower, the title to have been false the Mortgaged Property is not reasonably satisfactory to Lender, regardless of whether the lien, encumbrance or misleading in any material respect other question existed at the time it was made or deliveredof any prior Advance.
(gp) If The Project is materially damaged or destroyed by other casualty and the loss, in the reasonable judgment of Lender, is not adequately covered by insurance actually collected or in the process of collection.
(q) An Event of Default occurs under any of the Loan Documents. Reference is hereby made to the Loan Documents for additional occurrences constituting an Event of Default hereunder.
(r) Borrower has failed to inject additional equity or provide additional collateral as required under the Indenture Sections 2.03 or any of the Company Loan Agreements shall occur7.20.
(s) A Change in Control occurs or exists.
(t) Lender reasonably deems itself insecure.
Appears in 1 contract
Sources: Construction Term Loan Agreement (Western Dubuque Biodiesel, LLC)
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an Event of Default, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of the Corporation to make any payment on the Note when the same becomes due and payable, whether at maturity, upon redemption, prepayment principal or acceleration or otherwise interest payable pursuant to the Note within ten (10) days after written notice from the Agent that such installment is past due, or (ii) any other amount payable to the Banks under the Note, this Agreement or any of the other Loan Documents within twenty (20) days after written notice from the Agent that such amount is past due in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except as provided in Section 5.15Borrower fails to perform or cause to be performed any other obligation or observe any other condition, failure covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Agreement or any of the Corporation to observe other Loan Documents not otherwise described in Sections 11.1(a), or perform (c) through (p); provided, however, that if the Note, this Agreement or other applicable Loan Document does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the liens created by the Mortgages or any of its the other covenantsLoan Documents and the value of the Property are not impaired, conditions threatened or agreements hereunder for jeopardized, Borrower shall have a period (the “Cure Period”) of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension Borrower obtains actual knowledge of such time prior failure or receives written notice of such failure to its expiration)cure the same or, specifying if the failure is of a kind which cannot be cured within thirty (30) days, if Borrower undertakes to cure the failure within thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure and requesting that it thereafter diligently pursues such cure, the Cure Period shall be remediedextended for a reasonable time necessary to complete such cure, given by and an Event of Default shall not be deemed to exist during the Authority or the Trustee to the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with due diligence.Cure Period;
(c) Abandonment The existence of any portion inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the Lebanon Project other Loan Documents or of any statement or certification as to facts delivered to Agent by Borrower or Guarantor;
(d) The occurrence of a Prohibited Transfer;
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower or Guarantor which in any way relates to or affects the Loans or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.Property;
(1f) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company Borrower or the Pipeline Company Guarantor (i) files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a voluntary petition in bankruptcy filed against it, any such entity or is adjudicated a bankrupt or if a court insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of competent jurisdiction shall enter an order or decree appointingany trustee, without the consent of such entity, a receiver or trustee similar officer of such entity Borrower or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law substantial part of the property of Borrower or statuteGuarantor or any of the Property; or all or a substantial part of the assets of Borrower or Guarantor are attached, and such adjudicationseized, order subjected to a writ or decree shall not be vacated distress warrant or set aside are levied upon unless the same is released or stayed located within ninety (90) days from the date of the entry thereof.days;
(eg) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company The commencement of any involuntary petition in bankruptcy against Borrower or Guarantor or the Pipeline Company institution against Borrower or Guarantor of any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustmentcomposition, composition readjustment, dissolution, liquidation or reliefsimilar proceedings under any present or future federal, under the federal bankruptcy laws state or any other similar applicable federal statute or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (similar officer for all or other similar official) of such entity or of any substantial part of its propertythe property of Borrower or Guarantor, which shall remain undismissed or undischarged for a period of ninety (90) days;
(h) The dissolution, unless corrected promptly within the time permitted by applicable law, or if such entity makes an assignment for the benefit termination of creditors Borrower or admits in writing its inability to pay its debts generally as they become due.Guarantor;
(fi) If The occurrence of an “Event of Default” under any warranty, representation or other statement by or on behalf of the CorporationNotes, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.
(g) If an Event of Default under the Indenture Mortgages or any of the Company other Loan Agreements shall occurDocuments; or
(j) Nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision or condition contained in any Rate Management Agreement.
Appears in 1 contract
Sources: Loan Agreement (Agree Realty Corp)
Event of Default Defined. Each Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be an continuing (whatever the reason for such Event of Default under this Loan Agreement:and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) Failure default in the payment of any installment of Interest upon or any Additional Amounts in respect of any of the Corporation to make any payment on the Note Notes as and when the same becomes shall become due and payable, whether and continuance of such default for a period of 30 days; or
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, prepayment by declaration or acceleration or otherwise pursuant to the terms thereof or this Loan Agreement.otherwise; or
(bc) Except as provided default in Section 5.15the performance, failure or breach, of any covenant or agreement of the Corporation to observe Issuer in respect of any Notes (other than a covenant or perform any agreement in respect of its other covenantsa default in whose performance or whose breach is elsewhere in this Section specifically dealt with), conditions and continuance of such default or agreements hereunder breach for a period of thirty (30) 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an event of default, as defined in writing any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (unless d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the Corporation failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and the Trustee shall agree in writing to an extension of such time payable prior to its expiration), specifying such failure and requesting that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default date on which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with would otherwise have become due diligence.
(c) Abandonment of any portion of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statuteand payable, and such adjudication, order or decree acceleration shall not be vacated rescinded or set aside annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or stayed within ninety (90) days from instrument shall be remedied or cured by the date Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the entry thereofHolder.
(e) If there is instituted by a court having jurisdiction in the Corporation, the Distribution Company, the Storage Company, the Exploration Company premises shall enter a decree or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against itin respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of appointing a receiver, liquidator, assignee, custodian, assignee, trustee or sequestrator (or other similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such entity decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer, shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or if such entity makes an make any general assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture or any Master Loan Agreement, other than the non-payment of the Company Loan Agreements principal of Notes which shall occurhave become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Sources: Master Loan Agreement (Tycom LTD)
Event of Default Defined. Each Acceleration of Maturity; --------------------------------------------------- Waiver of Default. An "Event of Default" with respect to Notes of any series ----------------- wherever used herein, means each one of the following events which shall have occurred and be an continuing (whatever the reason for such Event of Default under this Loan Agreement:and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) Failure default in the payment of any installment of Interest upon or any Additional Amounts in respect of any of the Corporation to make any payment on the Note Notes as and when the same becomes shall become due and payable, whether and continuance of such default for a period of 30 days; or
(b) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at maturity, upon redemption, prepayment by declaration or acceleration or otherwise pursuant to the terms thereof or this Loan Agreement.otherwise; or
(bc) Except as provided default in Section 5.15the performance, failure or breach, of any covenant or agreement of the Corporation to observe Issuer in respect of any Notes (other than a covenant or perform any agreement in respect of its other covenantsa default in whose performance or whose breach is elsewhere in this Section specifically dealt with), conditions and continuance of such default or agreements hereunder breach for a period of thirty (30) 90 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Holder written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or
(d) an event of default, as defined in writing any loan agreement, including this Master Loan Agreement, indenture or instrument evidencing or under which the Issuer on the date any determination shall be made under this clause (unless d), shall have outstanding at least $20,000,000 aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness), shall happen and be continuing and such event of default shall involve the Corporation failure to pay the principal of or interest on such Indebtedness (or any part thereof) on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall be or become due and the Trustee shall agree in writing to an extension of such time payable prior to its expiration), specifying such failure and requesting that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default date on which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with would otherwise have become due diligence.
(c) Abandonment of any portion of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statuteand payable, and such adjudication, order or decree acceleration shall not be vacated rescinded or set aside annulled within ten Business Days after notice thereof shall have been given to the Issuer by the Holder (if such event be known to it), provided that, if such event of default under such loan agreement, indenture or stayed within ninety (90) days from instrument shall be remedied or cured by the date Issuer, or waived by the Holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of the entry thereofHolder.
(e) If there is instituted by a court having jurisdiction in the Corporation, the Distribution Company, the Storage Company, the Exploration Company premises shall enter a decree or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against itin respect of the Issuer, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of appointing a receiver, liquidator, assignee, custodian, assignee, trustee or sequestrator (or other similar official) of the Issuer, or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such entity decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or if such entity makes an make any general assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.creditors; or
(g) any other Event of Default provided in any supplemental Master Loan Agreement or resolution of the Board of Directors under which any Notes are issued or in the form of Note for any such series. If an Event of Default occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Holder by notice in writing to the Issuer may declare the entire principal of all Outstanding Notes and Interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of all the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay all matured installments of Interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration, with Interest upon such principal and, to the extent that payment of such Interest is enforceable under applicable law, on overdue installments of Interest, at the same rate as the rate of interest specified in the Notes (or at the respective rates of interest to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Holder, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Holder except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture or any Master Loan Agreement, other than the non-payment of the Company Loan Agreements principal of Notes which shall occurhave become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case the Holder by written notice to the Issuer may waive all defaults with respect to all the Notes and rescind and annul such declaration and its consequences, but no such waiver or recession and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
Appears in 1 contract
Sources: Master Loan Agreement (Tycom LTD)
Event of Default Defined. Each of the following events shall be is hereby declared an Event of Default under this Loan Agreementhereunder:
(a) Failure of the Corporation Company to make any payment on the Note Notes when the same becomes due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to the terms stated maturity thereof or this Loan Agreement.upon its maturity thereof by acceleration;
(b) Except as provided in Section 5.15Any Event of Default under the Indenture, failure the Bonds, the Notes, the Deed of Trust, the Security Agreement or the Assignment of Rents and Leases or an event of default under any instrument or instruments pursuant to which Subordinated Debt was incurred and not cured within applicable cure periods, if any;
(c) Failure of the Corporation Company to observe or and perform any of its other covenants, conditions or agreements hereunder or in any other Bond Document for a period of thirty (30) 30 days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension of such time prior to its expiration), specifying such failure and requesting that it be remedied, given by the Authority or the Trustee to the CorporationCompany, or in the case of any such default which can be cured but which that cannot with due diligence be cured within such 30-30 day period, failure by of the Corporation Company to proceed promptly to cure the same and thereafter prosecute the curing of such default within 60 days after notice from the same with due diligence.Trustee;
(cd) Abandonment of any portion of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of such entity or of any substantial part of its property, or if such entity makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any Any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or the Bond Documents or in any other document or instrument furnished in compliance with or in reference to this Loan Agreement or the Bond Documents or in connection with the issuance or and sale of the Bonds, including the Company Loan Agreements, shall prove to have been Bonds is false or and misleading in any material respect at respect;
(1) Failure of the time it was made Company to pay generally its debts as they become due, (2) commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or delivered.hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or similar law and not withdrawn within 45 days after filing, (3) consent by the Company to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Company or any substantial part of its property, or to the taking possession by any such official of any substantial part of the property of the Company and not dismissed within 60 days, (4) making by the Company of any assignment for the benefit of creditors generally, or (5) taking of corporate action by the Company in furtherance of any of the foregoing;
(f) The (1) entry of any final non-appealable decree or order for relief by a court having jurisdiction over the Company or its property in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable state bankruptcy, insolvency or similar law, (2) appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Company or any substantial part of its property not dismissed within 45 days, or (3) entry of any final, non-applicable order for the termination or liquidation of the Company or its affairs;
(g) If an Event of Default under the Indenture or any Failure of the Company Loan Agreements shall occurwithin 90 days after the commencement of any proceedings against it under the federal bankruptcy laws or state bankruptcy, insolvency or similar law, to have such proceedings dismissed or stayed;
(h) The commencement of foreclosure or other enforcement proceeding by the holder of any secured Subordinated Debt permitted by Section 5.16 that is not dismissed within 30 days; or
(i) Failure of the Company to achieve a 1.00 Debt Service Coverage Ratio for two consecutive Quarterly Evaluation Dates.
Appears in 1 contract
Event of Default Defined. Each of the following events shall be an Event of Default, provided that, during the Credit Facility Period, the events described below shall not constitute Events of Default under this Loan Agreementunless the Credit Facility Issuer consents thereto or the Credit Facility has been wrongfully dishonored:
(a) Failure default in the payment of the Corporation to make any payment installment on the Note or amounts under Section 4.1(a) or (b) hereof when the same becomes due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to the terms thereof or this Loan Agreement.;
(b) Except as provided default in Section 5.15the performance of, failure or breach of, any covenant or warranty of the Corporation to observe Company in this Agreement (other than a covenant or perform any warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with) and continuance of its other covenants, conditions such default or agreements hereunder breach for a period of thirty (30) 90 days after notice in writing (unless there has been given, by registered or certified mail, to the Corporation and Company by the Trustee shall agree in writing to an extension of such time prior to its expiration), or the Issuer a written notice specifying such failure default or breach and requesting requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; provided, however, that, if said default is such that it be remediedcannot be
(a) remedied within the applicable period, given it shall not constitute an Event of Default if corrective action is instituted by the Authority or Company within the Trustee to applicable period and diligently pursued until the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with due diligence.is remedied;
(c) Abandonment of the Company shall commence any portion of the Lebanon Project case or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer proceeding seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to have an order for relief against it, entered on its behalf as debtor or if such entity files a petition to adjudicate it as bankrupt or answer insolvent or consent seeking reorganization, liquidation, dissolution, winding-up, arrangement, adjustment, composition or relief, under the federal bankruptcy laws readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar applicable federal act or state law, or if such entity consents to the filing of any such petition jurisdiction, domestic or to foreign, now or hereafter existing; or the appointment of Company shall apply for a receiver, liquidator, custodian, assignee, custodian or trustee (other than any trustee appointed as a mortgagee or sequestrator (or other similar officialsecured party in connection with the issuance of indebtedness for borrowed money of the Company) of such entity it or of any for all or a substantial part of its property, ; or if such entity makes an the Company shall make a general assignment for the benefit of creditors creditors; or admits the Company shall take any corporate action in writing its inability furtherance of any of the foregoing;
(d) any case or proceeding against the Company shall be commenced seeking to pay have an order for relief entered against it or to adjudicate it as bankrupt or insolvent or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts generally as they become due.
(f) If or any warrantyother relief under any bankruptcy, representation insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other statement by similar act or on behalf law of the Corporationany jurisdiction, the Distribution Company domestic or the Pipeline Company contained in this Loan Agreement foreign, now or in hereafter existing; or a receiver, custodian or trustee (other than any other document trustee appointed as a mortgagee or instrument furnished secured party in connection with the issuance or sale of indebtedness for borrowed money of the Bonds, including Company) of the Company Loan Agreements, or for all or a substantial part of its property shall prove to have been false or misleading be appointed in any material respect at such case or proceeding; and such case or proceeding (1) results in the time entry of an order for relief or a similar order against it was made or delivered.and (2) shall continue unstayed and in effect for a period of 60 consecutive days; or
(ge) If an Event of A Default under the Indenture or any of the Company Loan Agreements shall occurIndenture.
Appears in 1 contract
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an “Event of Default” as said term is used herein, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of principal or interest payable pursuant to either Note when due, or (ii) any other amount payable to Lender under either Note, this Agreement or any of the Corporation to make other Loan Documents within five (5) days of the date when any such payment on the Note when the same becomes is due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except as provided in Section 5.15Borrower fails to perform or cause to be performed any other obligation or observe any other condition, failure covenant, term, agreement or provision required to be performed or observed by Borrower under the Notes, this Agreement or any of the Corporation to observe other Loan Documents (excluding any other Event of Default); provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or perform any of the other Loan Documents and the value of the Premises, and the ability of Borrower to otherwise perform its other covenantsobligations under this Agreement and the Loan Documents are not impaired, conditions threatened or agreements hereunder for jeopardized (collectively, the “Cure Criteria”), then Borrower shall have a period (“Cure Period”) of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension Borrower obtains actual knowledge of such time prior to its expiration), specifying failure or receives written notice of such failure and requesting that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of cure the same with due diligence.and an Event of Default shall not be deemed to exist during the Cure Period;
(c) Abandonment The existence of any portion inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the Lebanon Project other Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower;
(d) The occurrence of a Prohibited Transfer (as defined in the Mortgage);
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower which in any way relates to or affects this Loan or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.Premises;
(1f) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company Borrower (i) files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a voluntary petition in bankruptcy filed against it, any such entity or is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order insolvent or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or files any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking any reorganization, arrangement, adjustmentcomposition, composition readjustment, liquidation, dissolution or relief, similar relief under the federal bankruptcy laws present or any future federal, state, or other similar applicable federal statute or state law, or if such entity (ii) seeks or consents to or acquiesces in the filing appointment of any such trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower, Guarantor or any of the Premises; or all or a substantial part of the assets of Borrower are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(g) The commencement of any involuntary petition in bankruptcy against Borrower or to the institution against Borrower of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (similar officer for all or other similar official) of such entity or of any substantial part of its propertythe property of Borrower, which shall remain undismissed or if such entity makes an assignment undischarged for the benefit a period of creditors or admits in writing its inability to pay its debts generally as they become due.ninety (90) days;
(fh) If any warranty, representation The dissolution or other statement by or on behalf termination of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.Borrower;
(gi) If The occurrence of an “Event of Default Default” under the Indenture either Note or any of the Company other Loan Agreements shall occurDocuments, subject to any applicable notice and cure provisions contained therein;
(j) The occurrence of any of the matters set forth in subparagraphs (f), (g) and (h) above with respect to the Member or manager of Borrower or Guarantor;
(k) If, commencing with the quarter ending September 30, 2009, the Tenant Debt Service Coverage Ratio for the Premises is less than 1.40 to 1.00 as of the end of such quarter or any calendar quarter thereafter until the Loans are paid in full, as calculated and tested by Lender based upon the financial statements required to be provided by Borrower under this Agreement; or
(l) If, commencing with the calendar quarter ending September 30, 2009, the Tenant Rent Coverage Ratio for the Premises is less than 1.00:1.00 as of the end of such quarter or any calendar quarter thereafter until the Loans are paid in full, as calculated and tested by Lender based upon the financial statements required to be provided by Borrower under this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Cornerstone Growth & Income REIT, Inc.)
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an “Event of Default” as said term is used herein, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of principal or interest payable pursuant to any of the Corporation Promissory Note within ten (10) days of the date when due, or (ii) any other amount payable to make Lender under the Promissory Note, this Agreement or any of the other Loan Documents within ten (10) days after the date when any such payment on the Note when the same becomes is due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant to in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Promissory Note, this Agreement or any of the other Loan Documents; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, threatened or jeopardized, then Borrower shall have a period (“Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period, provided further that if Borrower commences to cure such failure during the Cure Period and is diligently and in Section 5.15good faith attempting to effect such cure, the Cure Period shall be extended for sixty (60) additional days, but in no event shall the Cure Period be longer than ninety (90) days in the aggregate;
(c) The existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower;
(d) The disapproval by Lender of any construction work and failure of Borrower to commence correction to the Corporation to observe satisfaction of Lender within thirty (30) days thereafter and diligently complete the same;
(e) An unreasonable delay in the construction of the Project or perform any a discontinuance or abandonment of its other covenants, conditions or agreements hereunder construction for a period of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing days, material failure to an extension of such time prior to its expiration), specifying such failure and requesting that it be remedied, given by the Authority or the Trustee adhere to the CorporationConstruction Schedule, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing event a delay in construction of the same with due diligence.Project so that the same, in Lender’s judgment, may not be completed on or before the Completion Date;
(cf) Abandonment of any portion The bankruptcy or insolvency of the Lebanon Project or the facilities financed with the proceeds General Contractor and failure of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for Borrower to procure a period of replacement General Contractor satisfactory to Lender within fifteen (15) days from the occurrence of such bankruptcy or more.insolvency;
(g) The occurrence of a Prohibited Transfer (as defined in the Mortgage);
(h) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower which in any way materially relates to or materially affects this Loan or the Project;
(i) Failure by Borrower to deposit with Lender funds required to maintain the Loan In Balance within the time and in the manner herein required;
(j) If there occurs a material adverse change in the financial condition of Borrower;
(k) The termination of the Contract or the Architect’s Contract without Lender’s prior written consent;
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition conditions set forth in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall Section 6.13 hereof are not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents complied with prior to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of such entity or of any substantial part of its property, or if such entity makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.
(g) If an Event of Default under the Indenture or any of the Company Loan Agreements shall occur.Completion Date;
Appears in 1 contract
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an “Event of Default” as said term is used herein, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of the Corporation to make any payment on the Note when the same becomes due and payable, whether at maturity, upon redemption, prepayment principal or acceleration or otherwise interest payable pursuant to the Note on or before the date when due, or (ii) any other amount payable to Lender under the Note, this Agreement or any of the other Loan Documents within three (3) days after the date when any such payment is due in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except Any default shall occur under the terms applicable to any Debt of either Borrower or Operator in an aggregate amount exceeding $50,000 and such default shall accelerate the maturity of such obligations or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require such Credit Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity;
(c) Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Credit Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect;
(i) Any Person institutes steps to terminate a Pension Plan of any Credit Party if as provided in Section 5.15, failure a result of such termination Borrower or any member of the Corporation Controlled Group could be required to observe make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $25,000; (ii) a contribution failure occurs with respect to any Pension Plan of any Credit Party sufficient to give rise to a Lien under Section 302(f) of ERISA; (iii) the Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (iv) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $50,000;
(e) Final judgments which exceed an aggregate of $250,000 shall be rendered against Borrower and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within thirty (30) days after entry or filing of such judgments;
(f) Any Collateral Document shall cease to be in full force and effect; or any Credit Party (or any Person by, through or on behalf of any Credit Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document;
(i) Borrower fails to comply with or perform any covenant or agreement set forth in Sections 5.1(c)(i), 11.1, 11.2, 11.3, 11.4, 11.5(a) through (j), 11.6, 11.7, 11.9, 11.13, 11.16, 11.20, 11.23 through 11.32, and 11.37 or (ii) Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Agreement or any of the other Loan Documents and not otherwise addressed in this Section 14.1, and if such failure described in this clause (ii) by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other covenantsLoan Documents and the value of the Property are not impaired, conditions threatened or agreements hereunder for jeopardized, then Borrower shall have a cure period of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension Borrower obtains knowledge of such time prior failure or receives written notice of such failure to its expirationcure the same, and an Event of Default shall not be deemed to exist during the cure period; provided further that if Borrower commences to cure such failure during such cure period and is diligently and in good faith attempting to effect such cure, the cure period shall be extended for thirty (30) additional days, but in no event shall such cure period be longer than sixty (60) days in the aggregate;
(i) Failure of Borrower and/or Operator and/or Manager to maintain all federal, state or local permits, licenses, certifications, accreditations or other governmental or quasi-governmental authorizations that are necessary in order to own and operate the Facility (collectively “Licenses”), specifying such failure and requesting that it be remediedincluding, given but not limited to, a nursing home license issued to the Facility by the Authority OSDH, or (ii) the institution of any proceedings against Borrower and/or Operator by any governmental or quasi-governmental authority either to (A) revoke any of the Licenses, or (B) decertify the Facility from participation in the Medicare or Medicaid reimbursement programs;
(i) There shall occur with respect to Operator, Manager or the Trustee to Facility any Medicare or Medicaid survey deficiencies at Level F, G, H, I, J, K, L or worse (i) which deficiencies are not cured within the Corporationamount of time permitted by the applicable reviewing agency or, if a deficiency is appealed in accordance with governing law, within the time period after an unsuccessful appeal or (ii) which result in the case imposition by any government authority or the applicable state survey agency of sanctions in the form of either a program termination, temporary management, denial of payment for new admission (which, if not appealed under governing law, continues for thirty (30) days or more or beyond any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of the same with due diligence.time period granted after an unsuccessful appeal) or Facility closure;
(cj) Abandonment of Any representation or warranty made by or for any portion of the Lebanon Project or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company Credit Party herein or any other subsidiary Loan Document is breached or affiliate of the Corporation for a period of fifteen (15) days is false or more.
(1) If the Corporationmisleading in any material respect, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statuteschedule, or (2) ifcertificate, pursuant to a petition in bankruptcy filed against itfinancial statement, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointingreport, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (notice or other similar official) of such entity or of writing furnished by any substantial part of its property, or if such entity makes an assignment for the benefit of creditors or admits in writing its inability Credit Party to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished Lender in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been herewith is false or misleading in any material respect at on the time it was made date as of which the facts therein set forth are stated or delivered.certified;
(gk) If an Event The occurrence of Default a Prohibited Transfer;
(l) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of any Credit Party which in any way relates to or affects this Loan or the Property;
(m) Breach by Borrower of the financial covenants set forth in Section 11.18 herein;
(n) Intentionally omitted;
(o) Breach of the representation made in Section 2.1(tt)(xii) of this Agreement, such that Borrower, Operator or the Facility becomes subject to a Corporate Integrity Agreement;
(p) Any Credit Party becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due, or makes a general assignment for the benefit of creditors;
(q) Any Credit Party (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Indenture present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of such Credit Party or of all or any substantial part of the property of such Credit Party or any of the Company Collateral; or all or a substantial part of the assets of such Credit Party are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released within thirty (30) days;
(r) The commencement of any involuntary petition in bankruptcy against any Credit Party or the institution against any Credit Party of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of such Credit Party, which shall remain undismissed or undischarged for a period of sixty (60) days;
(s) A default by Borrower under any agreements relating to judgments, settlements or other resolution of litigation which will result in a Material Adverse Effect;
(t) The dissolution or termination of Borrower or Operator or the merger of Borrower or Operator into or with another entity, including a merger of Borrower and Operator, or the acquisition of Borrower or Operator by the other;
(u) The occurrence of any event having a Material Adverse Effect;
(v) The validity or enforceability of this Agreement or any of the other Loan Agreements Documents shall occurbe contested by any Credit Party or any other party thereto, or any Credit Party or any other party thereto shall deny that it has any or further liability or obligation hereunder or thereunder;
(w) If there is any Change of Control;
(x) If the Operating Lease is modified without the prior written consent of Lender, except as permitted in Section 11.23 hereunder;
(y) If the articles of organization, operating agreement or other organizational documents of Borrower or Operator are materially modified; or
(z) The occurrence of a “Default” or an “Event of Default” under the Note, the Mortgage, Guaranty or any of the other Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Adcare Health Systems, Inc)
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an Event of Default, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of the Corporation to make any payment on the Note when the same becomes due and payable, whether at maturity, upon redemption, prepayment principal or acceleration or otherwise interest payable pursuant to the Note on the date when due, or (ii) any other amount payable to the Bank under the Note, this Agreement or any of the other Loan Documents within five (5) days after the date when any such payment is due in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except as provided in Section 5.15Borrower fails to perform or cause to be performed any other obligation or observe any other condition, failure covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Agreement or any of the Corporation to observe other Loan Documents not otherwise described in Sections 11.1(a), or perform (c) through (p); provided, however, that if the Note, this Agreement or other applicable Loan Document does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the liens created by the Mortgages or any of its the other covenantsLoan Documents and the value of the Property are not impaired, conditions threatened or agreements hereunder for jeopardized, Borrower shall have a period (the “Cure Period”) of thirty (30) days after notice in writing (unless the Corporation and the Trustee shall agree in writing to an extension Borrower obtains actual knowledge of such time prior to its expiration), specifying failure or receives written notice of such failure and requesting that it be remedied, given by the Authority or the Trustee to the Corporation, or in the case of any default which can be cured but which cannot with due diligence be cured within such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing of cure the same with due diligence.and an Event of Default shall not be deemed to exist during the Cure Period;
(c) Abandonment The existence of any portion inaccuracy or untruth in any material respect in any representation or warranty contained in this Agreement or any of the Lebanon Project other Loan Documents or of any statement or certification as to facts delivered to the Bank by Borrower or Guarantor;
(d) The occurrence of a Prohibited Transfer;
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower or Guarantor which in any way relates to or affects the Loan or the facilities financed with the proceeds of the Senior Bonds or the Senior Subordinated Bonds by the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or more.Property;
(1f) If The occurrence of a material adverse change in the Corporation, the Distribution Company, the Storage Company, the Exploration Company financial condition of Borrower or the Pipeline Company Guarantor;
(g) Borrower or Guarantor (i) files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a voluntary petition in bankruptcy filed against it, any such entity or is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order insolvent or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or files any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking any reorganization, arrangement, adjustmentcomposition, composition readjustment, liquidation, dissolution or relief, similar relief under the federal bankruptcy laws present or any future federal, state, or other similar applicable federal statute or state law, or if such entity (ii) seeks or consents to or acquiesces in the filing appointment of any such trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower or Guarantor or any of the Property; or all or a substantial part of the assets of Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(h) The commencement of any involuntary petition in bankruptcy against Borrower or to Guarantor or the institution against Borrower or Guarantor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (similar officer for all or other similar official) of such entity or of any substantial part of its propertythe property of Borrower or Guarantor, which shall remain undismissed or if such entity makes an assignment undischarged for the benefit a period of creditors or admits in writing its inability to pay its debts generally as they become due.sixty (60) days;
(fi) If any warrantyThe dissolution, representation termination or other statement by merger of Borrower or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.
(g) If an Event of Default under the Indenture or any of the Company Loan Agreements shall occur.Guarantor; or
Appears in 1 contract
Sources: Loan Agreement (Sun Communities Inc)
Event of Default Defined. Each The occurrence of any one or more of the following events shall be constitute an Event of Default, and any Event of Default which may occur hereunder shall constitute an Event of Default under this each of the other Loan AgreementDocuments:
(a) Failure Borrower fails to pay (i) any installment of principal on the date when due, (ii) any installment of interest within five (5) days of the Corporation to make date when due or (iii) any payment on the Note when the same becomes due and payable, whether at maturity, upon redemption, prepayment or acceleration or otherwise pursuant other amount payable to the Banks under any Note, this Agreement or any of the other Loan Documents within five (5) days after the date when any such payment is due in accordance with the terms thereof hereof or this Loan Agreement.thereof;
(b) Except as provided in Section 5.15Borrower or any Obligor fails to perform or cause to be performed any other obligation or observe any other condition, failure covenant, term, agreement or provision required to be performed or observed by Borrower or such Obligor under the Notes, this Agreement or any of the Corporation to observe other Loan Documents not otherwise described in Sections 12.1(a) or perform 12.1(c) through 12.1(m); provided, however, that if the Notes, this Agreement or other applicable Loan Document does not provide for a specific grace, notice or cure period, and further provided that if such failure by its nature can be cured, then so long as the continued operation and safety of such Collateral Pool Property, and the priority, validity and enforceability of the lien created by the Security Instruments or any of its the other covenantsLoan Documents and the value of such Collateral Pool Property are not impaired, conditions threatened or agreements hereunder jeopardized, Borrower or such Obligor shall have a period (the “Cure Period”) of thirty (30) days after Borrower or such Obligor obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period.
(c) The existence of any inaccuracy or untruth in any representation or warranty contained in this Agreement or any of the other Loan Documents or of any statement or certification as to facts delivered to Agent by Borrower, Guarantor or any other Obligor which, except with respect to any intentional misrepresentation, remains inaccurate or untrue for a period of thirty (30) days after Borrower, Guarantor or such Obligor obtains knowledge of such untruth or inaccuracy and the same could reasonably be expected to have a Material Adverse Effect.
(d) The occurrence of a Prohibited Transfer (as defined in the Security Instruments);
(e) The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower, Guarantor or any other Obligor which in any way relates to or affects this Loan or the Properties;
(f) The occurrence of any default or event of default, after the expiration of any applicable periods of notice or cure, under any document or agreement evidencing or securing any other obligation or Indebtedness for borrowed money of Borrower, Guarantor or other Obligor which individually or in writing the aggregate equal or exceeds $75,000,000.00;
(g) Borrower, Guarantor or any other Obligor (i) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief with respect to itself under the present or any future federal, state, or other statute or law, or (ii) seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower, Guarantor or any other Obligor or the Properties; or all or a substantial part of the assets of Borrower, Guarantor or any other Obligor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the Corporation same is released or located within thirty (30) days;
(h) The commencement of any involuntary petition in bankruptcy against Borrower, Guarantor or any other Obligor or the institution against Borrower, Guarantor or any other Obligor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of Borrower, Guarantor or any other Obligor, which shall remain undismissed or undischarged for a period of sixty (60) days;
(i) The dissolution, termination or merger of Borrower, Guarantor or any other Obligor;
(j) A judgment or order for the payment of money or for an injunction shall be entered against Borrower, any other Obligor, or any of the respective Subsidiaries by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings, and (ii) either (A) the Trustee shall agree in writing to an extension amount of such time prior judgment or order in excess of the amount as to its expiration)which the insurer has denied liability exceeds, specifying individually or together with all other such failure and requesting that it be remediedoutstanding judgments or orders entered against Borrower, given by the Authority such other Obligor or the Trustee to the Corporationsuch Subsidiary, $5,000,000, or (B) in the case of an injunction or other non-monetary judgment, such judgment could reasonably be expected to have a Material Adverse Effect;
(k) A warrant, writ of attachment, execution or similar process shall be issued against any default property of Borrower, any other Obligor, or any of their respective Subsidiaries which can exceeds, individually or together with all other such warrants, writs, executions or processes $5,000,000 shall not be cured but discharged, vacated, stayed or bonded for a period of thirty (30) days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which cannot the issuer of such bond subordinates its rights of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Obligor;
(l) Any member of the ERISA Group shall fail to pay when due an amount ofr amounts aggregating in excess of $5,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Plan under Section 4041(c) of ERISA shall be filed by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with due diligence respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $5,000,000;
(m) A federal tax lien shall be cured within filed against the Borrower, any Obligor, or any of their respective Subsidiaries under Section 6323 of the Internal Revenue Code or a lien of the PBGC shall be filed against Borrower, any other Obligor, or any of their respective Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing;
(n) The occurrence of an “Event of Default” under any of the Notes, any Security Instrument or any of the other Loan Documents. Notwithstanding anything in this Loan Agreement or any other Loan Document to the contrary, including, without limitation, any of the immediately preceding clauses (b), (c) or (n), if (x) any Obligor fails to perform any obligation, condition, covenant, term, agreement or provision relating solely to a Collateral Pool Property or (y) any representation or warranty made or deemed made by an Obligor with respect to a Collateral Pool Property shall prove to be inaccurate or untruthful in any material respect and the same could reasonably be expected to have a Material Adverse Effect, then (A) no Event of Default or Unmatured Event of Default shall be deemed to exist for a period of thirty (30) days after such Obligor obtains actual knowledge of such failure, inaccuracy or untruthfulness, or receives written notice of such failure, inaccuracy or untruthfulness and (B) upon notice to Agent, (i) Borrower Borrower may elect to have the Collateral Pool Property Value of such Collateral Pool Property equal $0 or (ii) Borrower and/or such Subsidiary Guarantor shall be permitted during such 30-day period to have such Collateral Pool Property be no longer deemed a Collateral Pool Property in accordance with Section 7.8 above so long as prior to the expiration of such 30-day period, failure by the Corporation to proceed promptly to prosecute the curing Borrower repays a sufficient amount, if any, of the same with due diligence.
(c) Abandonment of any portion outstanding principal balance of the Lebanon Project or Loans so that the facilities financed with the proceeds outstanding principal balance of the Senior Bonds or Loans will not exceed the Senior Subordinated Bonds by resulting Borrowing Base Loan Amount and the Corporation, the Distribution Company, the Storage Company, the Exploration Company, the Pipeline Company or any other subsidiary or affiliate of the Corporation for a period of fifteen (15) days or moreFinancial Covenants shall continue to be satisfied.
(1) If the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company files a petition or answer seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, or (2) if, pursuant to a petition in bankruptcy filed against it, any such entity is adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of such entity, a receiver or trustee of such entity or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of such entity under the federal bankruptcy laws or any other applicable law or statute, and such adjudication, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof.
(e) If there is instituted by the Corporation, the Distribution Company, the Storage Company, the Exploration Company or the Pipeline Company any proceedings for an order for relief, or if such entity consents to an order for relief against it, or if such entity files a petition or answer or consent seeking reorganization, arrangement, adjustment, composition or relief, under the federal bankruptcy laws or any other similar applicable federal or state law, or if such entity consents to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or other similar official) of such entity or of any substantial part of its property, or if such entity makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due.
(f) If any warranty, representation or other statement by or on behalf of the Corporation, the Distribution Company or the Pipeline Company contained in this Loan Agreement or in any other document or instrument furnished in connection with the issuance or sale of the Bonds, including the Company Loan Agreements, shall prove to have been false or misleading in any material respect at the time it was made or delivered.
(g) If an Event of Default under the Indenture or any of the Company Loan Agreements shall occur.
Appears in 1 contract