Event of Defaults Sample Clauses

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days; (b) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III)

Appears in 3 contracts

Sources: Loan and Servicing Agreement (Owl Rock Capital Corp III), Loan and Servicing Agreement (Owl Rock Capital Corp III), Loan and Servicing Agreement (Owl Rock Capital Corp III)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days; (b) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section ~~10.10~~ 10.1010.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.

Appears in 2 contracts

Sources: Loan and Servicing Agreement (Blue Owl Capital Corp), Loan and Servicing Agreement (Blue Owl Capital Corp)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Interest on any Loan, any fee, in each ~~case~~case of clauses (i) and (ii), which default shall continue for five (5) Business Days (or, in the case of a default in payment resulting solely from an administrative error or omission, ten (10) Business Days) following the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (b) the Borrower or the Servicer shall fail to perform or observe in any material respect (or, if any such covenant or agreement is already qualified by the words “material”, “materially” or “Material Adverse Effect”, in any respect) any other term, covenant or agreement contained in this ~~Agreement~~Agreement (it being understood that failure to satisfy the Collateral Quality Tests or any breach of the Excess Concentration Amount is not a breach under this clause (b)), or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section ~~10.7, Section~~ 10.9, Section 10.11, Section 10.16, Section ~~10.21~~ 10.22 and Section ~~10.22~~ 10.23 as to each of which no grace period shall apply, any such failure ~~(if such failure can be remedied)~~ shall remain unremedied for a period of thirty (30) ~~days~~ Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other Transaction Document or any ~~other writing or~~ certificate furnished by or on behalf of the Borrower or the Servicer to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.thirty

Appears in 1 contract

Sources: Loan and Servicing Agreement (Antares Strategic Credit Fund)

Event of Defaults. Each of the following shall constitute an “Event of ~~Default~~ Default” under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any ~~Loan,~~ Loan or any fee; provided that, in ~~each case~~the case of a failure to pay Interest due to an administrative error or omission by the Collateral Agent, ~~which default shall continue~~ such failure continues for ~~five~~ three (53) or more Business Days; (b) ~~the Borrower shall fail to perform~~ any breach or ~~observe~~ default in any ~~other~~ material respect (or, if any such term, covenant or agreement is already qualified by the words “material”, “materially” or “Material Adverse Effect”, in any respect) by (x) the Borrower of any covenant or agreement contained herein or in ~~this Agreement, or~~ any other Transaction ~~Document on its part to be performed or observed and~~Document, except in the case of the covenants and agreements contained in Section ~~10.7~~10.2(a) (Other Liens or Interests), Section ~~10.9~~10.7 (Know Your Customer), Section ~~10.11~~10.9 (Merger, Consolidation, Etc.), Section ~~10.16~~10.11 (Indebtedness; Guarantees), Section ~~10.21~~ 10.16 (Distributions) and Section 10.22 (Anti-Corruption and Anti-Money Laundering Laws) as to each of which no grace period shall ~~apply~~apply or (y) the Retention Holder of any covenant or agreement contained in the Retention Letter and, in each case, any such ~~failure (~~failure, if ~~such failure can be remedied)~~ susceptible to cure, shall remain unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager,~~ Servicer and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of (x) the Borrower made or deemed to have been made hereunder or in under any other Transaction Document or any other writing or certificate furnished ~~by or on behalf of the Borrower~~ thereby to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) or (y) the Retention Holder made or deemed to have been made under the Retention Letter, in each case, shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager,~~ Servicer and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; ~~provided~~provided that, ~~that~~ no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if ~~either (i)~~ the Borrower complies with its obligations in Section ~~7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount~~ 7.9 with respect to such Collateral Obligation~~, a Borrowing Base Deficiency does not exist~~; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) ~~other than solely as a result of a Specified Borrowing Base Breach,~~ a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered (in satisfaction of the requirements set forth in the definition thereof) with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within ~~thirty~~ forty-five (3045) days (provided that such 45-day period shall be extended by fifteen (15) days if, as certified in writing by the Servicer to the Agent for the benefit of the Lenders, the applicable delay in settlement is due to events or circumstances outside the control of the Borrower, the Servicer and their Affiliates) of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the ~~Borrower or~~ Borrower, the ~~Collateral Manager~~ Servicer or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Ares Strategic Income Fund)

Event of Defaults. ~~Each~~ The occurrence of any one or more of the following events shall constitute an a “Event of ~~Default under this Agreement~~Default”: (a) any ~~default~~ Raytheon Entity shall fail to observe or perform any term, provision, covenant (whether financial or otherwise), agreement or obligation of such Person set forth in any of the ~~payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case~~Transaction Documents to which it is a party, which ~~default~~ failure, if capable of cure, shall ~~continue for five~~ fail to be cured within thirty (530) ~~Business Days~~days of the earlier of such Person’s knowledge or notice thereof; (b) ~~the Borrower shall fail to perform~~ any representation, warranty, certification or ~~observe~~ statement made or deemed made by any ~~other term, covenant or agreement contained~~ Raytheon Entity in this Agreement, or any other Transaction Document ~~on its part~~ to ~~be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of~~ which ~~no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for~~ it is a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder party or in any other ~~Transaction Document~~ information, report or ~~any other writing~~ document delivered pursuant hereto or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) thereto shall prove to have been ~~false or~~ incorrect in any material respect when made or deemed ~~to have been~~ made ~~and the same continues unremedied for a period~~ or delivered, and, if capable of ~~thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same~~ cure, shall fail to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete cured within thirty (30) days of the ~~applicable trade date and no distributions are made~~ earlier of such Person’s knowledge or notice thereof; or (c) any Event of Bankruptcy shall occur (i) with respect to the ~~Borrower~~ Servicer or any other Raytheon Entity or any Subsidiary of the Servicer or (ii) with respect to any Subsidiary of any Raytheon Entity (solely with respect to this clause (ii)), the effect of which could reasonably be expected to have a Material Adverse Effect; or (d) the Administrative Agent, on behalf of the Secured Parties, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim (other than any Permitted Lien); or (e) a Servicer Default shall have occurred and, within thirty (30) days after the giving notice by the Administrative Agent or the ~~Equityholder under Section 8.3 or under Section 10.16 while settlement~~ Control Party to the Servicer that the Servicer shall be replaced as a result of such Servicer Default, no successor Servicer reasonably satisfactory to each of the ~~Optional Sale is pending;~~Administrative Agent and the Control Party shall have accepted the duties of Servicer; or (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager an “Event of ~~Default~~ Default” under the Raytheon Revolver (as such term is defined therein) shall have occurred ~~and be continuing past any applicable notice or cure~~ that has not been cured within the time period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace periodfor therein, if any, ~~specified in~~ or waived by the ~~agreement or instrument relating to such Indebtedness~~required parties thereto; or (g) the failure of any Raytheon Entity (or any ~~other default~~ Subsidiary of any Raytheon Entity) to pay when due any amounts due under any agreement ~~or instrument relating~~ to which any such Person is a party and under which any Indebtedness of greater than fifty million dollars ($50,000,000) is governed; or the ~~Borrower~~ default by any Raytheon Entity (or any ~~other event~~Subsidiary of any Raytheon Entity) in the performance of any term, ~~shall occur~~ provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by any Raytheon Entity (or any Subsidiary of any Raytheon Entity) greater than such ~~default~~ amount was created or is governed, regardless of whether such event ~~shall continue after the applicable grace period, if any, specified in~~ is an “event of default” or “default” under any such agreement ~~or instrument~~ if the effect of such default ~~or event~~ is to ~~accelerate the maturity of~~ cause such ~~Indebtedness~~Indebtedness to become due and payable prior to its stated maturity; or any Indebtedness owing by any Raytheon Entity (or any Subsidiary of any Raytheon Entity) greater than such ~~Indebtedness~~ amount shall be declared to be due and ~~payable or~~ payable, required to be prepaid or accelerated (other than by a regularly scheduled ~~required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case,~~ payment) prior to the ~~stated~~ date of maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis;or (jh) the entry of any judgment (a) against the Transferor or the Seller or (b) for money in excess of fifty million dollars ($50,000,000) against any other Raytheon Entity, which such judgment shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within thirty (30) days from the date of entry thereof; or (i) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the ~~management~~ Transferor or the Seller shall have occurred or, without the prior written consent of each of the Administrative Agent and ~~distribution~~ the Control Party, a Change of ~~funds received~~ Control with respect to ~~the Collateral and such failure in this clause (ii)~~ any other Raytheon Entity shall ~~continue for three (3) Business Days if the failure is solely from an administrative error or omission;~~have occurred; or (mj) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document ~~without first obtaining~~ to which any Raytheon Entity is a party, or any provision hereunder or thereunder, shall cease to be the ~~specific written consent~~ legal, valid and binding obligation of any such Person or shall cease to be in full force and effect, enforceable as against such Person, or any Raytheon Entity shall so state in writing; or (k) the long-term, senior unsecured debt of the ~~Majority Lenders~~Performance Guarantor shall cease to be rated by S&P, ▇▇▇▇▇’▇ or Fitch or shall be rated below “BB+” by S&P, below “Bal” by ▇▇▇▇▇’▇ or below “BB+” by Fitch; or (l) any draw shall occur under the Insurance Policy; or (m) either the Transferor or the Seller becomes subject to the Investment Company Act; or (n) any Raytheon Entity shall assign any of its rights or obligations under any of the Transaction Documents to which ~~consent may be withheld~~ it is a party in violation of the ~~exercise~~ terms of ~~their sole and absolute discretion;~~this Agreement or thereof; or (o) an ERISA Event shall have occurred with respect to any ~~court shall render a final~~Raytheon Entity that, ~~non-appealable judgment against~~ in the ~~Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days~~ reasonable opinion of the ~~making thereof or (ii) for which the Agent shall not~~ Control Party, when taken together with all other ERISA Events that have ~~received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject~~ occurred with respect to any ~~deductibles not exceeding $250,000~~Raytheon Entity could reasonably be expected to have a Material Adverse Effect; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof;or (p) the ~~Borrower~~ Net Investment and Yield, if any, shall ~~fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP~~ not have been paid in full from Collections on or ~~any other reputable counsel could render a substantive nonconsolidation opinion with respect~~ prior to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding ObligationsSettlement Date occurring in October 2014.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Raytheon Co/)

Event of Defaults. 7.1. Each of the following events or occurrences shall constitute a default (“Event of Default”) under this Loan Agreement where: 7.1.1. The Borrower shall fail to perform any other covenant or agreement to be performed by him under this Loan Agreement or the Security Documents; 7.1.2. Any representation or warranty made by the Borrower in this Loan Agreement or in any certificate, notification or report furnished by the Borrower to the Lender hereunder or thereunder or in connection herewith or therewith shall prove to have been incorrect when made in any material respect; 7.1.3. The occurrence of an event of default under the Cooperation and Loan Facility Agreement dated 21 March 2012, privately executed by and between ▇▇. ▇▇▇▇▇ Ramaputra Barack and Linktone International Limited; 7.1.4. The occurrence of an event of default by the Company under the Working Capital Loan Agreement to be entered into by and between the Company and Noveltech Enterprise Limited immediately after the signing of this Loan Agreement; and 7.1.5. The occurence of any events those are categorized as and Event of Default to the Loan Agreement shall immediately be deemed as the occurence of an Event of Default under this Loan Agreement:. As a consequence thereof, Lender shall have the right (but not obligations) to terminate this Loan Agreement in accordance with the provisions contained in Article 4 of this Loan Agreement. ~~(a) any default in the payment when due of (i) any principal~~ 7.2. No waiver of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days; (b) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall ~~not occur so long as settlement~~ constitute a waiver of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any ~~of the assets of the Borrower (~~other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any ~~lien or security interest granted thereunder by the Borrower shall (~~succeeding Event of Default except in accordance with ~~its terms)~~the express terms of such waiver, ~~in whole~~ which may be conditioned or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest restricted in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower;way. ~~(h) a Collateral Manager~~ 7.3. If an Event of Default shall have occurred and be ~~continuing past any applicable notice or cure period provided in~~ continuing, then the ~~definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest~~ Lender based on ~~any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether~~ its own discretion by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the ~~Agent~~ Borrower will have the right to demand the immediate full payment of all outstanding Loan Facility, and ~~each Lender Agent (in each case as required~~ all other amounts which are then due and payable by the ~~organizational documents of~~ Borrower under this Loan Agreement, whereupon all such amounts shall forthwith become due and payable by the Borrower~~); provided that,~~ . 7.4. Notwithstanding any provision contained herein or in the ~~case of each of clauses (i)~~ Security Documents or any collateral or security documents ancillary hereto to the contrary, it is hereby mutually and ~~(ii),~~ expressly agreed that if the Borrower shall ~~have five (5) Business Days~~ for any reason whatsoever fail or neglect to ~~replace~~ repay or otherwise satisfy in full the monies demanded within the period specified in the notice of demand issued by Lender, the Lender shall be entitled to exercise all or any ~~Independent Manager upon the resignation, removal for Cause, death or incapacitation~~ of the ~~current Independent Manager;~~rights and/or remedies reserved to the Lender whether by this Loan Agreement or the Security Documents or any collateral or security documents ancillary hereto. ~~(n)~~ 7.5. Any certificate, statement and/or determination by Lender as to any amount payable by the Borrower ~~makes~~ hereunder or under any ~~assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent~~ of the ~~Majority Lenders, which consent may~~ Security Documents whether in respect of principal interest losses cost expenses and/or by way of indemnity or otherwise shall be ~~withheld in the exercise of their sole~~ conclusive and ~~absolute discretion; (o) any court shall render a final, non-appealable judgment against~~ binding on the Borrower ~~(i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days~~ save for manifest error. 7.6. The Borrower herewith waives the provisions of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment second and third sentences of ~~any material portion~~ Article 1266 of the ~~property of the Borrower which has not been released or provided for~~ Indonesian Civil Code to the ~~reasonable satisfaction~~ extent requiring a court pronouncement in respect of ~~the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP~~ either termination or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligationsexpiration of this Loan Agreement.

Appears in 1 contract

Sources: Loan Facility Agreement (Linktone LTD)

Event of Defaults. ~~Each~~ (1) The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an a default ("Event of Default") hereunder: (1) the failure to make any payment of principal, interest, fees or premium or any other amount owing under the Loan Agreement, the Note or under any of the Loan Documents when due and payable or declared due and payable whether by maturity or acceleration, which failure continues beyond any applicable grace period therefor set forth in the Loan Agreement, the Note or any of the Loan Documents, and with regard to any failure to pay any amount owing or to be paid under this Mortgage, if such failure is not cured within ten (10) days after notice of default, or within such other period of time as is expressly provided under the particular provision of this Mortgage; or (2) the failure to pay any other portion of the Obligations as and when the same shall become due and payable whether by maturity or acceleration, which failure continues beyond any applicable grace period therefor set forth in the Loan Agreement, the Note or applicable Loan Document; or (3) any Event of Default ~~under this Agreement: (a) any default~~ by Mortgagor in the ~~payment when~~ due ~~of (i) any principal~~ observance or performance of any ~~Loan~~ of the terms, covenants or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days; (b) the Borrower shall fail to perform or observe any other term, covenant or agreement provisions contained in this ~~Agreement~~Mortgage including, or without limitation, Mortgagor's failure to comply with any ~~other Transaction Document on its part to be performed or observed and, except in the case~~ of the ~~covenants and agreements contained in Section 10.7~~provisions of Articles 3 or 9 hereof, ~~Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each~~ which Event of ~~which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied~~ Default continues for ~~a period of~~ thirty (30) days after ~~the earlier to occur of (i) the date on which~~ written notice thereof from Mortgagee to Mortgagor; provided, however, that if such Event of Default cannot be cured within such ~~failure requiring the same to~~ thirty (30) day period despite all reasonable efforts of Mortgagor, then such thirty (30) day period shall be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished extended by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of an additional thirty (30) days ~~(if~~ or such ~~failure can be remedied) after the earlier to occur~~ longer period of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely time approved by Mortgagee as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale is necessary to cure such ~~Borrowing Base Deficiency, an~~ Event of ~~Default shall not occur~~ Default, so long as ~~settlement of all assets involved in such Optional Sale required~~ Mortgagor is proceeding diligently to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the EquityholderDefault; or (q4) ~~failure to pay~~the occurrence of any Event of Default under (and as defined, on and particularly described in) the ~~Facility Termination Date~~Loan Agreement, ~~all outstanding Obligations~~the Note, or any of the Loan Documents.

Appears in 1 contract

Sources: Loan and Security Agreement (Paul Harris Stores Inc)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Interest on any Loan, any fee, in each ~~case~~case of clauses (i) and (ii), which default shall continue for five (5) Business Days (or, in the case of a default in payment resulting solely from an administrative error or omission, ten (10) Business Days) following the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (b) the Borrower or the Servicer shall fail to perform or observe in any material respect (or, if any such covenant or agreement is already qualified by the words “material”, “materially” or “Material Adverse Effect”, in any respect) any other term, covenant or agreement contained in this ~~Agreement~~Agreement (it being understood that failure to satisfy the Collateral Quality Tests or any breach of the Excess Concentration Amount is not a breach under this clause (b)), or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section ~~10.7, Section~~ 10.9, Section 10.11, Section 10.16, Section ~~10.21~~ 10.22 and Section ~~10.22~~ 10.23 as to each of which no grace period shall apply, any such failure ~~(if such failure can be remedied)~~ shall remain unremedied for a period of thirty (30) ~~days~~ Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other Transaction Document or any ~~other writing or~~ certificate furnished by or on behalf of the Borrower or the Servicer to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if ~~either (i)~~ the Borrower complies with its obligations in Section 7.11 with respect to such Collateral ~~Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral~~ Obligation~~, a Borrowing Base Deficiency does not exist~~; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) ~~other than solely as a result of a Specified Borrowing Base Breach,~~ a Borrowing Base Deficiency has occurred, and continues unremedied for five (~~x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13~~5) consecutive Business Days; provided that if the Borrower ~~has made an Optional Sale~~ shall present a plan prior to ~~cure~~ the expiration of such five (5) consecutive Business Days that sets forth evidence reasonably satisfactory to the Agent for such Borrowing Base ~~Deficiency~~Deficiency to be cured within thirty (30) -143- calendar days of the date of such presentation, an Event of Default shall not occur so long as ~~settlement of all assets involved in such Optional Sale required to cure~~ such Borrowing Base Deficiency is ~~complete~~ cured within thirty (30) calendar days of ~~the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending~~such presentation; (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any ~~lien or security interest~~ material obligation granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the ~~Collateral Manager~~ Servicer or any other Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) (x) the Agent fails for any ~~security interest securing any Obligation shall, in whole or in part, cease~~ reason to be have a perfected ~~first~~ first-priority ~~security interest~~ (~~except, as~~ subject to ~~priority, for~~ any Permitted Liens) ~~against~~ security interest in any Collateral in accordance with the ~~Borrower~~terms of this Agreement or (y) the Borrower ceases to have a valid ownership interest in all of the Collateral, except as permitted by the Transaction Documents; (h) a ~~Collateral Manager~~ Servicer Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $~~250,000~~ 500,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace ~~period~~period and/or any required notice, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of $500,000 or greater of the ~~Borrower~~ Borrower, or any other event, shall occur and such default or event shall continue after the applicable grace ~~period~~period and/or any required notice, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) ~~a Change of Control shall have occurred; (k)~~ the Borrower ~~or the Collateral Manager~~ shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (lk) failure on the part of the Borrower or the Servicer to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) ~~not inclusive of any other clauses in this Section 13.1,~~ otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the ~~Collateral and such failure~~ Collateral, in ~~this clause~~ each case, subject to the grace periods in Section 13.1 to the extent applicable, or otherwise, for a period of five (ii5) ~~shall continue for three (3)~~ consecutive Business Days if (or, in the ~~failure is~~ case of a default in making a payment or deposit resulting solely from an administrative error or omission, ten (10) Business Days) following the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (ml) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the ~~organizational~~ organization documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days following such failure or removal to replace any ~~Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current~~ Independent Manager; (nm) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (on) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $~~250,000~~ 1,000,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or and (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower ~~or the Collateral Manager, as applicable,~~ has agreed to satisfy such judgment in full subject to any deductibles not exceeding $~~250,000~~1,000,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 60 days after the making thereof;; or (po) the Borrower shall fail to qualify as a ~~bankruptcy-remote~~ bankruptcy‑remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder~~; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations~~.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Antares Strategic Credit Fund)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Interest on any Loan, any fee, in each ~~case~~case of clauses (i) and (ii), which default shall continue for five (5) Business Days (or, in the case of a default in payment resulting solely from an administrative error or omission, ten (10) Business Days) following the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (b) the Borrower or the Servicer shall fail to perform or observe in any material respect (or, if any such covenant or agreement is already qualified by the words “material”, “materially” or “Material Adverse Effect”, in any respect) any other term, covenant or agreement contained in this ~~Agreement~~Agreement (it being understood that failure to satisfy the Collateral Quality Tests or any breach of the Excess Concentration Amount is not a breach under this clause (b)), or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section ~~10.7, Section~~ 10.9, Section 10.11, Section 10.16, Section ~~10.21~~ 10.22 and Section ~~10.22~~ 10.23 as to each of which no grace period shall apply, any such failure ~~(if such failure can be remedied)~~ shall remain unremedied for a period of thirty (30) ~~days~~ Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other Transaction Document or any ~~other writing or~~ certificate furnished by or on behalf of the Borrower or the Servicer to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if ~~either (i)~~ the Borrower complies with its obligations in Section 7.11 with respect to such Collateral ~~Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral~~ Obligation~~, a Borrowing Base Deficiency does not exist~~; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) ~~other than solely as a result of a Specified Borrowing Base Breach,~~ a Borrowing Base Deficiency has occurred, and continues unremedied for five (~~x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13~~5) consecutive Business Days; provided that if the Borrower ~~has made an Optional Sale~~ shall present a plan prior to ~~cure~~ the expiration of such five (5) consecutive Business Days that sets forth evidence reasonably satisfactory to the Agent for such Borrowing Base ~~Deficiency~~Deficiency to be cured within thirty (30) calendar days of the date of such presentation, an Event of Default shall not occur so long as ~~settlement of all assets involved in such Optional Sale required to cure~~ such Borrowing Base Deficiency is ~~complete~~ cured within thirty (30) calendar days of ~~the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending~~such presentation; (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any ~~lien or security interest~~ material obligation granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the ~~Collateral Manager~~ Servicer or any other Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) (x) the Agent fails for any ~~security interest securing any Obligation shall, in whole or in part, cease~~ reason to be have a perfected ~~first~~ first-priority ~~security interest~~ (~~except, as~~ subject to ~~priority, for~~ any Permitted Liens) ~~against~~ security interest in any Collateral in accordance with the ~~Borrower~~terms of this Agreement or (y) the Borrower ceases to have a valid ownership interest in all of the Collateral, except as permitted by the Transaction Documents; (h) a ~~Collateral Manager~~ Servicer Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $~~250,000~~ 500,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace ~~period~~period and/or any required notice, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of $500,000 or greater of the ~~Borrower~~ Borrower, or any other event, shall occur and such default or event shall continue after the applicable grace ~~period~~period and/or any required notice, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) ~~a Change of Control shall have occurred; (k)~~ the Borrower ~~or the Collateral Manager~~ shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (lk) failure on the part of the Borrower or the Servicer to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) ~~not inclusive of any other clauses in this Section 13.1,~~ otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the ~~Collateral and such failure~~ Collateral, in ~~this clause~~ each case, subject to the grace periods in Section 13.1 to the extent applicable, or otherwise, for a period of five (ii5) ~~shall continue for three (3)~~ consecutive Business Days if (or, in the ~~failure is~~ case of a default in making a payment or deposit resulting solely from an administrative error or omission, ten (10) Business Days) following the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (ml) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the ~~organizational~~ organization documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days following such failure or removal to replace any ~~Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current~~ Independent Manager; (nm) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (on) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $~~250,000~~ 1,000,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or and (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower ~~or the Collateral Manager, as applicable,~~ has agreed to satisfy such judgment in full subject to any deductibles not exceeding $~~250,000~~1,000,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 60 days after the making thereof;; or (po) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder~~; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations~~.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Antares Strategic Credit Fund)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for ~~five~~ three (53) Business Days; (b) the Borrower or the Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section ~~10.11, Section 10.16, Section 10.21~~ 10.11 and Section ~~10.22~~ 10.16 as to each of which no grace period shall apply, any such failure ~~(if such failure can be remedied)~~ shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower or the Servicer to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if ~~either (i)~~ the Borrower complies with its obligations in Section 7.11 with respect to such Collateral ~~Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral~~ Obligation~~, a Borrowing Base Deficiency does not exist~~; (d) an Insolvency Event shall have occurred and be continuing with respect to either the ~~Borrower~~ Borrower, the Servicer or the Equityholder; (e) ~~other than solely as a result~~ the aggregate principal amount of ~~a Specified~~ all Loans outstanding hereunder exceeds the Borrowing Base ~~Breach, a Borrowing Base Deficiency has occurred,~~ and such condition continues unremedied for ~~(x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13)~~ two consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the ~~Collateral Manager~~ Servicer or any ~~Affiliate thereof~~ other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a ~~Collateral Manager~~ Servicer Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower or the Servicer shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater (or in the case of the Servicer, $5,000,000 or greater), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or the Servicer, as applicable, or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower ~~or the Collateral Manager~~ shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower or the Servicer to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) ~~not inclusive of any other clauses in this Section 13.1,~~ otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the ~~Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission~~Collateral; ~~(m)~~ (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the ~~organizational~~ organization documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the ~~resignation, removal for Cause,~~ death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower or the Servicer (i) in an amount in excess of $250,000 (or, with respect to the Servicer, $5,000,000) which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the ~~Collateral Manager~~Servicer, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $~~250,000~~250,000 (or, with respect to the Servicer, $5,000,000); or the attachment of any material portion of the property of the Borrower or the Servicer which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither ~~Dechert~~ Weil, Gotshal & ▇▇▇▇▇▇ LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Blackstone Private Credit Fund)

Event of Defaults. ~~Each~~ If one or more of the following events ("Events of Default") shall ~~constitute an Event of Default under this Agreement~~have occurred and be continuing: (a) ~~any default in~~ the ~~payment~~ Borrower shall fail to pay when due ~~of (i)~~ any principal of any ~~Loan~~ Loan, any Reimbursement Obligation, any fees or ~~(ii)~~ any other amount payable ~~by the Borrower~~ hereunder~~, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days~~; (b) the Borrower shall fail to ~~perform or observe~~ pay any ~~other term, covenant or agreement contained in this Agreement, or~~ interest on any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days Loan within three Business Days after the ~~earlier to occur of (i) the~~ due date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) the Borrower or any ~~representation~~ Subsidiary Guarantor shall fail to observe or ~~warranty~~ perform any covenant contained in Sections 5.07 to 5.22, inclusive, or in Section 3 of the ~~Borrower~~ Subsidiary Guarantee Agreement; (d) any Obligor shall fail to observe or perform any covenant or agreement contained in any Financing Document (other than those covered by clauses 6.01(a), 6.01(b) and 6.01(c) above) for 10 days after written notice thereof has been given to such Obligor by the Agent at the request of any Lender; (e) any representation, warranty, certification or statement made ~~or deemed to have been made hereunder~~ by any Obligor in any Financing Document or in any certificate, financial statement or other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) document delivered pursuant thereto shall prove to have been ~~false or~~ incorrect in any material respect when made (or deemed ~~to have been made and the same continues unremedied for a period of thirty~~ made); (~~30) days (if such failure can be remedied) after the earlier to occur of (i~~f) the ~~date on~~ Borrower shall fail to make any payment in respect of any Debt (other than the Notes or Reimbursement Obligations) when due or within any applicable grace period; (g) any Subsidiary shall fail to make any payment in respect of any Debt the aggregate principal amount of which ~~written notice~~ is $250,000 or more when due or within any applicable grace period; (h) any event or condition shall occur which results in the acceleration of ~~such failure requiring~~ the ~~same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer~~ maturity of any Debt of the Borrower or any Subsidiary or enables (or, with the ~~Collateral Manager acquires knowledge~~ giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof~~; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either~~ ; (i) the Borrower ~~complies with its obligations in Section 7.11 with respect~~ or any Subsidiary shall commence a voluntary Bankruptcy Proceeding or shall consent to any such ~~Collateral Obligation~~ relief or ~~(ii) after giving effect~~ to the ~~resulting change~~ appointment of or taking possession by any such official in an involuntary Bankruptcy Proceeding commenced against it, or shall make a general assignment for the ~~Collateral Obligation Amount with respect~~ benefit of creditors, or shall fail generally to ~~such Collateral Obligation~~pay its debts as they become due, ~~a Borrowing Base Deficiency does not exist~~or shall take any corporate action to authorize any of the foregoing; (dj) an ~~Insolvency Event~~ involuntary Bankruptcy Proceeding shall ~~have occurred and~~ be ~~continuing with respect to either~~ commenced against the Borrower or any Subsidiary and such involuntary Bankruptcy Proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the ~~Equityholder~~Borrower or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (ek) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days any member of the ~~applicable trade date and no distributions are made~~ ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the ~~Borrower~~ PBGC or ~~the Equityholder~~ any other Person under ~~Section 8.3~~ Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under ~~Section 10.16 while settlement~~ Title IV of ERISA by any member of the ~~Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323~~ ERISA Group, any plan administrator or any combination of the ~~Code with regard to any of the assets of the Borrower (other than a Permitted Lien),~~ foregoing; or the PBGC shall ~~file notice~~ 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 Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material 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 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; (l) one or more judgments or orders for the payment of money in excess of a ~~lien pursuant to Section 4068~~ net amount of ~~ERISA with regard to~~ $5,000,000 outstanding at any time, either singly or in the aggregate, shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied, unstayed and unbonded for a period of 10 days; (m) any of the ~~assets~~ following: (i) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than the Exempt Group) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 15% or more of the outstanding shares of common stock of the Borrower; (ii) the Borrower shall cease to own 100% of the capital stock of any Subsidiary Guarantor; (iii) any one or more of Tutor-Saliba Corporation, Blum Capital Partners, L.P. and PB Capital Partners, L.P., collectively with or without either or b▇▇▇ ▇▇ ▇▇▇▇▇nal Union Fire ▇▇▇urance Company of Pittsburgh, Pa. and O&G Industries, Inc., cease to hold, directly or indirectly, a majority of the outstanding shares of voting stock of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shallsuch shareholders, directly or indirectly, ~~contest in any manner~~ or cease to hold collectively a majority of the ~~effectiveness, validity, binding nature or enforceability~~ voting interests of ~~any Transaction Document~~the Board of Directors of the Borrower; or or (~~iii~~n) any ~~security interest securing any Obligation shall, in whole or in part,~~ Financing Document shall cease to be ~~a perfected first priority security interest (except~~in full force and effect or shall be declared null and void, ~~as to priority~~or the validity or enforceability thereof shall be contested by any Obligor, ~~for Permitted Liens) against the Borrower; (h) a Collateral Manager~~ or an Event of Default shall have occurred and be continuing ~~past~~ under any ~~applicable notice or cure period provided~~ Financing Document; then, and in every such event, the ~~definition thereof;~~ Agent shall (i) if requested by the Required Lenders by notice to the Borrower terminate the Commitments and declare the Notes (together with accrued interest thereon) and all other Obligations to be, and such Obligations shall ~~fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater~~thereupon become, ~~when the same becomes~~ immediately due and payable ~~(whether~~ without presentment, demand, protest or other notice of any kind, all of which are hereby waived by ~~scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after~~ the ~~applicable grace period, if any,~~ Obligors; provided that in the case of any of the Events of Default specified in ~~the agreement~~ clause 6.01(i) or ~~instrument relating to such Indebtedness; or any other default under any agreement or instrument relating~~ 6.01(j) above with respect to any ~~such Indebtedness of~~ Obligor, without any notice to the Borrower or any other ~~event~~act by the Agent or the Lenders, the Commitments shall ~~occur~~ thereupon terminate and ~~such default or event~~ the Notes (together with accrued interest thereon) and all other Obligations shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be become immediately due and payable ~~or required to be prepaid (other than by a regularly scheduled required prepayment)~~without presentment, ~~redeemed~~demand, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event protest or other ~~similar event (other than as a result~~ notice of ~~a voluntary prepayment) shall continue after the applicable grace period~~any kind, ~~if any, specified in the agreement or instrument relating to any such Indebtedness if the effect~~ all of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated which are hereby waived by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding ObligationsObligors.

Appears in 1 contract

Sources: Credit Agreement (Perini Corp)

Event of Defaults. Each of the following shall constitute an Event of Default under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for ~~five~~ three (53) Business Days; (b) the Borrower or the Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section ~~10.11, Section 10.16, Section 10.21~~ 10.11 and Section ~~10.22~~ 10.16 as to each of which no grace period shall apply, any such failure ~~(if such failure can be remedied)~~ shall remain unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower or the Servicer to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if ~~either (i)~~ the Borrower complies with its obligations in Section 7.11 with respect to such Collateral ~~Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral~~ Obligation~~, a Borrowing Base Deficiency does not exist~~; (d) an Insolvency Event shall have occurred and be continuing with respect to either the ~~Borrower~~ Borrower, the Servicer or the Equityholder; (e) ~~other than solely as a result~~ the aggregate principal amount of ~~a Specified~~ all Loans outstanding hereunder exceeds the Borrowing Base ~~Breach~~and such condition continues unremedied for fourteen (14) consecutive Business Days (or, in the case of a Borrowing Base Deficiency ~~has occurred~~resulting from an adjustment to the Advance Rate for one or more Collateral Obligations pursuant to Section 2.7, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) ~~days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending~~days); (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the ~~Collateral Manager~~ Servicer or any other Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a ~~Collateral Manager~~ Servicer Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the ~~Borrower~~ Borrower, or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower ~~or the Collateral Manager~~ shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower or the Servicer to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) ~~not inclusive of any other clauses in this Section 13.1,~~ otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the ~~Collateral and such failure~~ Collateral, in ~~this clause~~ each case, subject to the grace periods in Section 13.1 to the extent applicable, or otherwise, for a period of five (ii5) ~~shall continue for three (3)~~ consecutive Business ~~Days if the failure is solely from an administrative error or omission~~Days; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the ~~organizational~~ organization documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the ~~resignation~~death, ~~removal for Cause, death~~ resignation or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower or the Servicer (i) in an amount in excess of $~~250,000~~ 250,000) which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower ~~or the Collateral Manager, as applicable,~~ has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000); or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding ~~Obligations~~Obligations within three (3) Business Days of such Facility Termination Date.

Appears in 1 contract

Sources: Loan and Servicing Agreement (Blackstone Private Credit Fund)

Appears in 1 contract

Sources: Loan and Servicing Agreement (Owl Rock Capital Corp III)

Event of Defaults. Each of the following shall constitute an “Event of ~~Default~~ Default” under this Agreement: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other ~~amount~~ amount, including Interest on any Loan or any fee, payable by the Borrower ~~hereunder, including~~ hereunder or under any ~~Interest on any Loan, any fee~~other Transaction Document; provided that, in ~~each case~~the case of a failure to pay Interest due to an administrative error or omission by the Collateral Agent, such failure continues for three (3) or more Business Days following the earlier to occur of (x) the date on which ~~default~~ written notice of such failure requiring the same to be remedied shall ~~continue for five~~ have been given to the Borrower or the Servicer and (5y) ~~Business Days~~the date on which a Responsible Officer of the Borrower or the Servicer acquires knowledge thereof; (b) ~~the Borrower shall fail to perform~~ any breach or ~~observe~~ default in any ~~other~~ material respect (or, if any such term, covenant or agreement is already qualified by the words “material”, “materially” or “Material Adverse Effect”, in any respect) by (x) the Borrower of any covenant or agreement contained herein or in ~~this Agreement, or~~ any other Transaction Document ~~on its part to be performed or observed and,~~ (except in the case of (I) the covenants and agreements contained in Section ~~10.7~~10.2 (Other Liens or Interests), Section ~~10.9~~10.7 (Know Your Customer), Section ~~10.11~~10.9 (Merger, Consolidation, Etc.), Section ~~10.16~~10.11 (Indebtedness; Guarantees), Section 10.16 (Distributions), Section 10.21 (Sanctions) and Section 10.22 (Anti-Corruption and Anti-Money Laundering Laws) as to each of which no grace period shall ~~apply~~apply and (II) the failure to effect a repurchase or substitution in accordance with Section 7.9 (Repurchase or Substitution of Warranty Collateral Obligations) if no Borrowing Base Deficiency exists or would result from such failure)) or (y) the Retention Holder of any covenant or agreement contained in the Retention Letter and, in each case, any such ~~failure (~~failure, if ~~such failure can be remedied)~~ susceptible to cure, shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager,~~ Servicer and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; (c) any representation or warranty of (x) the Borrower made or deemed to have been made hereunder or in under any other Transaction Document or any other writing or certificate furnished ~~by or on behalf of the Borrower~~ thereby to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) or (y) the Retention Holder made or deemed to have been made under the Retention Letter, in each case, shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager,~~ Servicer and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager~~ Servicer acquires knowledge thereof; ~~provided~~provided that, ~~that~~ no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section ~~7.11~~ 7.9 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) ~~other than solely as a result of a Specified Borrowing Base Breach,~~ a Borrowing Base Deficiency has ~~occurred,~~ occurred and continues unremedied for five (~~x) three (3~~5) consecutive Business ~~Days or (y)~~ Days; provided that, if an Equity Cure Notice was delivered (in satisfaction of the requirements set forth in the definition thereof) with respect to such ~~event~~event within such five (5) Business Day period, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency ~~is complete within thirty~~ continues unremedied for eighteen (3018) ~~days of~~ consecutive Business Days after the ~~applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending~~occurrence thereof; (f~~) (i~~) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower~~, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets~~; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the ~~Borrower or~~ Borrower, the ~~Collateral Manager~~ Servicer or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding Obligations.

Appears in 1 contract

Sources: Loan and Servicing Agreement (AGL Private Credit Income Fund)

Event of Defaults. ~~Each~~ The following events shall be events of ~~the following shall constitute an~~ default (“Event of ~~Default under this Agreement~~Defaults”) hereunder: (a) failure on the part of the Borrower to make any ~~default in~~ payment or deposit required by the ~~payment when due of (i) any principal~~ terms of any ~~Loan~~ Transaction Document on the day such payment or ~~(ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days;~~deposit is required to be made; or (b) failure on the ~~Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its~~ part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the ~~Collateral Manager acquires knowledge thereof; (c)~~ Originator to observe or perform any ~~representation~~ of its covenants or ~~warranty~~ agreements of the Borrower ~~made~~ or ~~deemed to have been made hereunder or~~ the Originator set forth in any ~~other~~ Transaction Document ~~or any other writing or certificate furnished by or on behalf of~~ to which the Borrower to or the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made Originator is a party and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the ~~Collateral Manager~~Originator by the Deal Agent or the Trustee and (ii) the date of which the Borrower or the Originator acquires knowledge thereof; or (c) any representation or warranty made or deemed to be made by the Borrower or the Originator under or in connection with this Agreement, any of the other Transaction Documents or any Monthly Report or any information required to be given by the Borrower or the Originator to the Deal Agent to identify Contracts pursuant to any Transaction Document, shall prove to have been false or incorrect in any materially adverse respect when made, deemed made or delivered which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower or the Originator by the Deal Agent or the Trustee and (ii) the date on which the Borrower or the Originator acquires knowledge thereof; or (d) the Borrower shall be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or (e) a ~~Responsible Officer~~ Servicer Default occurs and is continuing for a period of two (2) days after satisfaction of the cure period, if any available); or (f) as of any Payment Date, during the Revolving Period, for a period of two (2) Business Days, the aggregate Outstanding Amount on any day exceeds the lesser of (i) the Advance Limit and (ii) the Borrowing Base or, following the Revolving Period, for a period of three (3) calendar months, the aggregate Outstanding Amount on any day exceeds the lesser of (i) the Advance Limit and (ii) the Borrowing Base; or (g) as of any Reporting Date, for the preceding Determination Date, the Default Ratio exceeds 5%; or (h) as of any Reporting Date, the Delinquency Ratio for the preceding Determination Date exceeds 6.50%; or (i) the Trustee, for the benefit of the Secured Parties, shall fail for any reason (other than Permitted Liens) to have a first priority perfected security interest in the Assets; or (j) the occurrence of an Insolvency Event relating to the Borrower; or (k) a regulatory, tax or accounting body has ordered that the activities of the Borrower or any Affiliate of the Borrower, contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Borrower contemplated hereby may reasonably be expected to cause a Material Adverse Effect on the Borrower; or (i) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $7,500,000, against the Originator, or $10,000, against the Borrower, and the Borrower or the Originator, as applicable, shall not have either (A) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (B) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal or (ii) the Originator or the Borrower shall have made payments of amounts by the Originator in excess of $5,000,000, or by the Borrower in excess of $10,000, in the settlement of any litigation, claim or dispute (excluding payments made from insurance proceeds); or (m) the failure of the Borrower or the ~~Collateral Manager acquires knowledge thereof~~Originator to make any payment required to be made under an agreement for borrowed money to which it is a party with an aggregate principal amount exceeding United States $10,000, in the case of the Borrower, or $5,000,000, in the case of the Originator, and such default is not cured or waived within the applicable cure period, if any, provided for under such agreement; ~~provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either~~ or (in) the Borrower ~~complies~~ or any majority-owned Affiliate of the Originator defaults beyond any applicable grace period in paying any amount or performing any obligation under any term loan or revolving credit facility (for the avoidance of doubt, excluding any 144A or publicly registered CLOs) with ~~its obligations in Section 7.11 with respect to such Collateral Obligation~~ the Lender or ~~(ii) after giving effect to~~ any Affiliate thereof which is majority-owned, directly or indirectly, by the ~~resulting change in~~ ultimate parent of the ~~Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does not exist;~~Lender; or (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (io) the Internal Revenue Service shall file notice of a ~~lien~~ Lien pursuant to Section 6323 of the Code with regard to any ~~of the~~ assets of the Borrower or the Originator and such lien shall not have been released within five (~~other than a Permitted Lien)~~5) Business Days, or the ~~PBGC~~ Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the ~~Borrower,~~ Borrower or the Originator and such lien shall not have been released within five (ii5) Business Days; or (p) the ~~Borrower’s underlying assets or~~ Borrower and the ~~Collateral constitute Plan~~ Originator shall fail to respect the separateness of the Borrower such that the Borrower could be consolidated with the Originator in an Insolvency Proceeding; or (q) the Borrower engages in any activities other than those related to the Transaction Documents and the Assets;; or (r) a Change-in-Control occurs; or (i) any Transaction ~~Document~~ Document, or any ~~lien~~ Lien or security interest granted ~~thereunder by the Borrower~~ thereunder, shall (except in accordance with its terms), in whole or in ~~material~~ part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; , the Originator, or the Servicer, (ii) the ~~Borrower~~ Borrower, the Originator or the ~~Collateral Manager or any Affiliate thereof~~ Servicer shall, directly or indirectly, contest in any manner ~~the~~ such effectiveness, validity, binding nature or ~~enforceability of any Transaction Document;~~ enforceability, or (iii) any security interest securing any ~~Obligation~~ obligation under any Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to ~~bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required~~ Permitted Liens except as otherwise expressly permitted to be ~~made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document~~ released in accordance with ~~Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to~~ the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrowerapplicable Transaction Documents); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (qt) ~~failure to pay,~~ the Aggregate Unpaids remain outstanding on or after the Facility Termination Date~~, all outstanding Obligations~~.

Appears in 1 contract

Sources: Note Purchase Agreement (NewStar Financial, Inc.)

Event of Defaults. ~~Each~~ Event of Default," wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law and/or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) A default for two days or more in the payment of interest (excluding Noteholders' Interest Basis Carryover) on any Note after the same becomes due and payable; provided, that no default under this clause (a) with respect to a subordinate Note will constitute an Event of Default ~~under this Agreement: (a)~~ so long as any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Dayssenior Notes are outstanding; (b) ~~the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except~~ A default in the ~~case~~ payment of the ~~covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to~~ remaining balance of any Series of Notes on the Final Scheduled Payment Date for each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice class of such ~~failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer~~ Series of ~~the Borrower or the Collateral Manager acquires knowledge thereof~~Notes; (c) any representation or warranty of the Borrower made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, a Borrowing Base Deficiency does A default not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, otherwise constituting an Event of Default ~~shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty~~ under clause (30a) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (iib) above for three Business Days or more in the ~~Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document~~ payment of interest or any ~~lien~~ installment or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability principal of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event Series of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater, Notes when the same becomes due and payable ~~(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)~~ and ~~such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating~~ when available funds with respect to such ~~Indebtedness; or any other default under any agreement or instrument relating~~ Series of Notes are sufficient to ~~any~~ make such Indebtedness of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event or other similar event (other than as a result of a voluntary prepayment) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Indebtedness if the effect of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basispayment; (jd) ~~a Change~~ default in any material respect in the observance or performance of ~~Control shall have occurred; (k) the Borrower~~ any covenant or ~~the Collateral Manager shall become required to register as an “investment company” within the meaning~~ agreement of the ~~1940 Act or~~ Issuer made in this Indenture and the ~~arrangements contemplated~~ continuation of any such default for a period of 30 days after notice thereof is given to the Issuer by the ~~Transaction Documents shall require registration as an “investment company” within~~ Indenture Trustee or to the ~~meaning~~ Issuer and the Indenture Trustee by the holders of at least 25% of the ~~1940 Act; (l) failure on~~ aggregate Note Principal Amount of all Series of Notes then outstanding; provided, however, that if any Series of Notes shall limit the ~~part of the Borrower to (i) make any payment or deposit (including, without limitation,~~ voting rights with respect to ~~bifurcation~~ such Series to certain classes during certain times, only the classes with then-current voting rights will be taken into consideration, and ~~remittance of Principal Collections and Interest Collections or any other payment or deposit required~~ provided, further, that if the Issuer 44 demonstrates that it is making a good-faith attempt to cure such default, such 30 day period may be ~~made~~ extended by the ~~terms of the Transaction Documents, including, without limitation,~~ Indenture Trustee to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder90 days; or (qe) any representation or warranty made by the Issuer in this Indenture or in any certificate delivered pursuant hereto or in connection herewith having been incorrect in a material adverse respect as of the time made, and such breach not having been cured within 45 days after notice thereof is given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of at least 25% of the aggregate Note Principal Amount of all Series of Notes then outstanding; provided, however, that if any Series of Notes shall limit the voting rights with respect to such Series to certain classes during certain times, only the classes with then-current voting rights will be taken into consideration, and provided, further, that if the Issuer demonstrates that it is making a good-faith attempt to cure such breach, such 45 day period may be extended by the Indenture Trustee) to 90 days; or (f) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Indenture Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (g) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to ~~pay~~pay its debts as such debts become due, on or the ~~Facility Termination Date~~taking of action by the Issuer in furtherance of any of the foregoing; and (h) Any of the Related Documents or any material portion thereof shall not be in full force and effect, ~~all outstanding Obligations~~enforceable in accordance with its terms (other than any Related Document that has been terminated in accordance with its terms); and (i) Any other event shall occur which may be specified in any Series Supplement as an "Event of Default."

Appears in 1 contract

Sources: Base Indenture (Uici)

Event of Defaults. ~~Each~~ The occurrence of any one or more of the following events shall constitute an a Event of ~~Default under this Agreement~~Default: (a) any default in the payment when due of (i) any principal of any Loan or (ii) any other amount payable by the Borrower hereunder, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days; (b) the Borrower The Seller shall fail to make any payment required hereunder when due, or to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document to which it is a party and such failure shall continue for 20 days after written notice of such failure is given. (b) The Seller fails to perform or observe in any material respect, within 15 days after written notice thereof, any other material term, covenant or agreement contained in this ~~Agreement,~~ Agreement or any ~~other~~ Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereofobserved; (c) ~~any representation or warranty of~~ the ~~Borrower made or deemed~~ Buyer shall fail to have ~~been~~ a valid and enforceable first priority, perfected (i)ownership interest in, or (ii) security interest in, each Receivable and the associated Related Security, and in the Collateral, in each case free and clear of any Adverse Claim; (d) there shall have occurred any event not otherwise covered by this definition which has or will have a Material Adverse Effect. (e) Any representation, warranty, certification or statement made ~~hereunder~~ by the Seller in this Agreement, any other Transaction Document to which it is a party, or in any other ~~Transaction Document~~ document delivered pursuant hereto or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) thereto shall prove to have been ~~false or~~ incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either (i) the Borrower complies with its obligations in Section 7.11 with respect to such Collateral Obligation or (ii) after giving effect to the resulting change in the Collateral Obligation Amount with respect to such Collateral Obligation, which itself contains a Borrowing Base Deficiency does not exist; (d) an Insolvency Event shall have occurred and be continuing with respect to either the Borrower or the Equityholder; (e) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days of the applicable trade date and no distributions are made to the Borrower or the Equityholder under Section 8.3 or under Section 10.16 while settlement of the Optional Sale is pending;materiality threshold. (f) ~~(i) the Internal Revenue Service shall file notice~~ Failure of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower (other than a Permitted Lien), or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets; (i) any Transaction Document or any lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or (ii) the Borrower or the Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens) against the Borrower; (h) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof; (i) the Borrower shall fail Seller to pay any ~~principal of or premium or interest on any~~ Indebtedness ~~having an aggregate principal amount~~ when due in excess of $~~250,000~~ 50,000 (“Material Debt”); or ~~greater, when~~ the ~~same becomes due and payable (whether~~ default by ~~scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified~~ Seller in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or ~~instrument relating~~ is governed, the effect of which is to cause, or to permit the holder or holders of such ~~Indebtedness~~Material Debt to cause, such Indebtedness to become due prior to its stated maturity; or any ~~other default under any agreement or instrument relating to any such Indebtedness~~ Material Debt of the Borrower or any other event, shall occur and such default or event shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled ~~required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case,~~ payment) prior to the ~~stated~~ date of maturity thereof. (i) Seller or any of its Material Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~early amortization event~~proceeding shall be instituted by or against Seller or any of its Material Subsidiaries seeking to adjudicate it bankrupt or insolvent, ~~pay out event~~ or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar ~~event~~ official for it or any substantial part of its property or (~~other than as a result~~ iii) Seller or any of ~~a voluntary prepayment)~~ its Material Subsidiaries shall ~~continue after~~ take any corporate action to authorize any of the ~~applicable grace period, if any, specified~~ actions set forth in the ~~agreement~~ foregoing clauses (i) or ~~instrument relating to any such Indebtedness if the effect~~ (ii) of ~~such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis;~~this subsection (g). (jh) a A Change of Control shall ~~have occurred;~~occur. (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) ~~make any~~ One or more final judgments for the payment ~~or deposit (including, without limitation, with respect to bifurcation and remittance~~ of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) money in an amount in excess of $~~250,000~~ 50,000, individually or in the aggregate, shall be entered against Seller on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall ~~not be satisfactorily stayed, discharged, vacated, set aside~~ continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (j) The California Franchise Tax Board or ~~satisfied within 60 days~~ Internal Revenue Service shall file any notice of lien on any of the ~~making thereof~~ Receivables or the Related Security. (k) The Seller shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business; (l) any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest; or (m) any material provision of this Agreement shall, for any reason, cease to be valid and binding on the Seller, or the Seller shall so claim in writing to Buyer. (n) If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of Seller or (ii) ~~for which~~ is a material impairment of the ~~Agent~~ prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Buyer’s security interests in the Collateral; provided, however, that Seller shall ~~not~~ have ~~received evidence satisfactory~~ ten Business Days from notice of default to it cure any such change or impairment that is capable of cure before an ~~insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed~~ Event of Default shall be deemed to ~~satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of~~ have occurred under this Section. (o) If any material portion of Seller’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the ~~property~~ possession of ~~the Borrower which~~ any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been ~~released~~ removed, discharged or ~~provided for~~ rescinded within ten (10) days, or if Seller is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of or Seller’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of or Seller’s assets by the ~~reasonable satisfaction of~~ United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the ~~Agent~~ same is not paid within 30 ten (10) days after the ~~making~~ applicable or Seller receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Seller , as applicable; (p) ~~the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP~~ If any proceeding is filed or commenced by or against Seller or Seller’s Subsidiaries or Seller’s or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; orof its Subsidiaries dissolution or liquidation. (q) ~~failure to pay, on the Facility Termination Date, all outstanding Obligations~~There shall have occurred an Event of Default under any loan or other agreement between Buyer and Seller.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Odetics Inc)

Event of Defaults. ~~Each~~ If one or more of the following events ("Events of Default") shall ~~constitute an Event of Default under this Agreement~~have occurred and be continuing: (a) ~~any default in~~ the ~~payment~~ Borrower shall fail to pay when due ~~of (i)~~ any principal of any ~~Loan~~ Loan, any Reimbursement Obligation, any fees or ~~(ii)~~ any other amount payable ~~by the Borrower~~ hereunder~~, including any Interest on any Loan, any fee, in each case, which default shall continue for five (5) Business Days~~; (b) the Borrower shall fail to ~~perform or observe~~ pay any ~~other term, covenant or agreement contained in this Agreement, or~~ interest on any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11, Section 10.16, Section 10.21 and Section 10.22 as to each of which no grace period shall apply, any such failure (if such failure can be remedied) shall remain unremedied for a period of thirty (30) days Loan within three Business Days after the ~~earlier to occur of (i) the~~ due date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer of the Borrower or the Collateral Manager acquires knowledge thereof; (c) the Borrower or any ~~representation~~ Subsidiary Guarantor shall fail to observe or ~~warranty~~ perform any covenant contained in Sections 5.07 to 5.21, inclusive, or in Section 3 of the ~~Borrower~~ Subsidiary Guarantee Agreement; (d) any Obligor shall fail to observe or perform any covenant or agreement contained in any Financing Document (other than those covered by clauses 6.01(a), 6.01(b) and 6.01(c) above) for 10 days after written notice thereof has been given to such Obligor by the Agent at the request of any Lender; (e) any representation, warranty, certification or statement made ~~or deemed to have been made hereunder~~ by any Obligor in any Financing Document or in any certificate, financial statement or other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower to the Agent, any Lender Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document (including any Monthly Report) document delivered pursuant thereto shall prove to have been ~~false or~~ incorrect in any material respect when made (or deemed ~~to have been made and the same continues unremedied for a period of thirty~~ made); (~~30) days (if such failure can be remedied) after the earlier to occur of (i~~f) the ~~date on~~ Borrower shall fail to make any payment in respect of any Debt (other than the Notes or Reimbursement Obligations) when due or within any applicable grace period; (g) any Subsidiary shall fail to make any payment in respect of any Debt the aggregate principal amount of which ~~written notice~~ is $250,000 or more when due or within any applicable grace period; (h) any event or condition shall occur which results in the acceleration of ~~such failure requiring~~ the ~~same to be remedied shall have been given to the Borrower or the Collateral Manager, and (ii) the date on which a Responsible Officer~~ maturity of any Debt of the Borrower or any Subsidiary or enables (or, with the ~~Collateral Manager acquires knowledge~~ giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof~~; provided, that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Collateral Obligation if either~~ ; (i) the Borrower ~~complies with its obligations in Section 7.11 with respect~~ or any Subsidiary shall commence a voluntary Bankruptcy Proceeding or shall consent to any such ~~Collateral Obligation~~ relief or ~~(ii) after giving effect~~ to the ~~resulting change~~ appointment of or taking possession by any such official in an involuntary Bankruptcy Proceeding commenced against it, or shall make a general assignment for the ~~Collateral Obligation Amount with respect~~ benefit of creditors, or shall fail generally to ~~such Collateral Obligation~~pay its debts as they become due, ~~a Borrowing Base Deficiency does not exist~~or shall take any corporate action to authorize any of the foregoing; (dj) an ~~Insolvency Event~~ involuntary Bankruptcy Proceeding shall ~~have occurred and~~ be ~~continuing with respect to either~~ commenced against the Borrower or any Subsidiary and such involuntary Bankruptcy Proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the ~~Equityholder~~Borrower or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (ek) other than solely as a result of a Specified Borrowing Base Breach, a Borrowing Base Deficiency has occurred, and continues unremedied for (x) three (3) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, thirteen (13) consecutive Business Days; provided that if the Borrower has made an Optional Sale to cure such Borrowing Base Deficiency, an Event of Default shall not occur so long as settlement of all assets involved in such Optional Sale required to cure such Borrowing Base Deficiency is complete within thirty (30) days any member of the ~~applicable trade date and no distributions are made~~ ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the ~~Borrower~~ PBGC or ~~the Equityholder~~ any other Person under ~~Section 8.3~~ Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under ~~Section 10.16 while settlement~~ Title IV of ERISA by any member of the ~~Optional Sale is pending; (f) (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323~~ ERISA Group, any plan administrator or any combination of the ~~Code with regard to any of the assets of the Borrower (other than a Permitted Lien),~~ foregoing; or the PBGC shall ~~file notice~~ 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 Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material 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 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; (l) one or more judgments or orders for the payment of money in excess of a ~~lien pursuant to Section 4068~~ net amount of ~~ERISA with regard to~~ $5,000,000 outstanding at any time, either singly or in the aggregate, shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied, unstayed and unbonded for a period of 10 days; (m) any of the ~~assets of the Borrower, or (ii) the Borrower’s underlying assets or the Collateral constitute Plan Assets;~~ following: (i) any ~~Transaction Document~~ person or ~~any lien~~ group of persons (within the meaning of Section 13 or ~~security interest granted thereunder~~ 14 of the Securities Exchange Act of 1934, as amended) (other than the Exempt Group) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the ~~Borrower shall (except in accordance with its terms), in whole~~ Securities and Exchange Commission under said Act) of 20% or ~~in material part, terminate, cease to be effective or cease to be~~ more of the ~~legally valid, binding and enforceable obligation~~ outstanding shares of common stock of the Borrower; or (ii) the Borrower or shall cease to own 100% of the ~~Collateral Manager or any Affiliate thereof shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability~~ capital stock of any ~~Transaction Document~~Subsidiary Guarantor; or (iii) ~~any security interest securing any Obligation shall, in whole or in part,~~ the ▇▇▇▇▇-▇▇▇▇▇▇ Corporation shall cease to be ~~a perfected first priority security interest (except, as to priority, for Permitted Liens) against~~ deemed an Affiliate of the Borrower;; or (hn) ~~a Collateral Manager~~ any Financing Document shall cease to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Obligor, or an Event of Default shall have occurred and be continuing ~~past~~ under any ~~applicable notice or cure period provided~~ Financing Document; then, and in every such event, the ~~definition thereof;~~ Agent shall (i) if requested by the Required Lenders by notice to the Borrower terminate the Commitments and declare the Notes (together with accrued interest thereon) and all other Obligations to be, and such Obligations shall ~~fail to pay any principal of or premium or interest on any Indebtedness having an aggregate principal amount of $250,000 or greater~~thereupon become, ~~when the same becomes~~ immediately due and payable ~~(whether~~ without presentment, demand, protest or other notice of any kind, all of which are hereby waived by ~~scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after~~ the ~~applicable grace period, if any,~~ Obligors; provided that in the case of any of the Events of Default specified in ~~the agreement~~ clause 6.01(i) or ~~instrument relating to such Indebtedness; or any other default under any agreement or instrument relating~~ 6.01(j) above with respect to any ~~such Indebtedness of~~ Obligor, without any notice to the Borrower or any other ~~event~~act by the Agent or the Lenders, the Commitments shall ~~occur~~ thereupon terminate and ~~such default or event~~ the Notes (together with accrued interest thereon) and all other Obligations shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared to be become immediately due and payable ~~or required to be prepaid (other than by a regularly scheduled required prepayment)~~without presentment, ~~redeemed~~demand, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or any early amortization event, pay out event protest or other ~~similar event (other than as a result~~ notice of ~~a voluntary prepayment) shall continue after the applicable grace period~~any kind, ~~if any, specified in the agreement or instrument relating to any such Indebtedness if the effect~~ all of such event is to cause the principal of such Indebtedness to be amortized on an accelerated basis; (j) a Change of Control shall have occurred; (k) the Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated which are hereby waived by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; (l) failure on the part of the Borrower to (i) make any payment or deposit (including, without limitation, with respect to bifurcation and remittance of Principal Collections and Interest Collections or any other payment or deposit required to be made by the terms of the Transaction Documents, including, without limitation, to any Secured Party, Affected Person or Indemnitee) required by the terms of any Transaction Document in accordance with Section 7.3(b) and Section 10.10 or (ii) not inclusive of any other clauses in this Section 13.1, otherwise observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral and such failure in this clause (ii) shall continue for three (3) Business Days if the failure is solely from an administrative error or omission; (m) (i) failure of the Borrower to maintain at least one Independent Manager or (ii) the removal of any Independent Manager without Cause or prior written notice to the Agent and each Lender Agent (in each case as required by the organizational documents of the Borrower); provided that, in the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the resignation, removal for Cause, death or incapacitation of the current Independent Manager; (n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Majority Lenders, which consent may be withheld in the exercise of their sole and absolute discretion; (o) any court shall render a final, non-appealable judgment against the Borrower (i) in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 60 days of the making thereof or (ii) for which the Agent shall not have received evidence satisfactory to it that an insurance provider for the Borrower or the Collateral Manager, as applicable, has agreed to satisfy such judgment in full subject to any deductibles not exceeding $250,000; or the attachment of any material portion of the property of the Borrower which has not been released or provided for to the reasonable satisfaction of the Agent within 30 days after the making thereof; (p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that neither Dechert LLP or any other reputable counsel could render a substantive nonconsolidation opinion with respect to the Borrower being substantively consolidated into the Equityholder upon an Insolvency Event with respect to the Equityholder; or (q) failure to pay, on the Facility Termination Date, all outstanding ObligationsObligors.

Appears in 1 contract

Sources: Credit Agreement (Perini Corp)

Common use of Event of Defaults Clause in Contracts