Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower: (a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder; (b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days; (c) The dissolution, winding-up or termination of the existence of Borrower; or (d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law. (e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect. (f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Loan and Security Agreement (Modern Round Entertainment Corp)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events shall constitute (each, an “Event of Default” hereunder, ”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lender to make any additional Loan; and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereundershall, at the election option of LendersLender (1) make all sums of Basic Interest and principal, shall become as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of principalBorrower shall fail to pay any principal or interest under this Agreement or any Note, interest or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure Any representation or warranty made herein, or which is contained in any financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein; provided, that, with respect to the Intellectual Property Agreement, Borrower’s representations or warranties made therein shall prove false or misleading in any material respect, and, as to any breach that is capable of cure, Borrower fails to cure such breach within thirty (30) days of the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to a senior officer of Borrower.
(i) Borrower shall admit in writing its inability to pay its debts generally as they become due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or (iii) the dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to comply with be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents) except as permitted under Section 6,4; or (iv) Borrower shall take any provision corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action that has, or would reasonably be expected to have, the effect of suspending or terminating any material portion of Borrower’s business; or any Pension Plan shall have any unfunded liabilities in excess of the Threshold Amount.
(f) Except as permitted pursuant to Section 6.5, any sale, transfer or other disposition of all or substantially all of the assets of Borrower, except for the creation of Permitted Liens, including without limitation to any trust or similar entity, shall occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which are not covered by insurance and which remain unsatisfied, unvacated or unstayed in pending appeal for forty-five (45) or more Business Days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than paymenta covenant which is dealt with specifically elsewhere in this Article 7) and and, if capable of being cured, the breach of such failure shall continue unremedied for covenant is not cured within 30 days following written after the sooner to occur of Borrower’s receipt of notice of such default breach from Lenders Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however, however that if such default canbreach is not reasonably be capable of being- cured within such 30-day period, as determined by Lenders in their reasonable discretion, period and Borrower is diligently pursuing a remedy timely notifies Lender of such defaultfact and Borrower diligently pursues such cure, Borrower then the cure period shall have a reasonable period be extended to remedy the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such default beyond such 30additional 60-day period, which opportunity to cure shall not exceed an additional 90 days;
(c) The dissolution, winding-up apply in the case of any failure to perform or termination of observe any covenant which has been the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower subject of a petition prior failure within the preceding 180 days or application for relief under federal bankruptcy law or any similar state or federal lawwhich is a willful and knowing breach by Borrower.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. Debtor and Secured Party acknowledge that time is of the essence in this Agreement. The occurrence following are events of default (individually and collectively, “Default”) under this Agreement permitting Secured Party to take such action under Paragraph 10 of this Agreement as Secured Party deems necessary:
(a) any of Debtor’s obligations to Secured Party and/or any affiliate of Secured Party under this Agreement, any Finance Plan or any other agreement are not paid or performed as required, or within any grace period allotted by this Agreement or any Dealer Program Letter or Finance Plan to so pay or perform;
(b) there occurs a default by any affiliate of Debtor under any agreement with Secured Party and/or any affiliate of Secured Party, and said default is not cured on or before the expiration of any one grace period allotted by this Agreement or more any Dealer Program Letter or Finance Plan;
(c) any sale or other disposition of the following events shall constitute Collateral is made by Debtor other than in compliance with Paragraph 7 hereof;
(d) Debtor breaches any representation, warranty or covenant contained herein or in any other instrument or agreement delivered by Debtor to Secured Party or any affiliate of Secured Party in connection with this Agreement or any other transaction;
(e) Debtor dies, ceases to do business as a going concern or there occurs a material change in the ownership or management of Debtor’s business;
(f) any of the Collateral is lost, damaged or destroyed and Debtor fails to pay to Secured Party, within five (5) days thereafter, the unpaid Invoice Cost of such Collateral unless there is an “Event unreconciled insurance claim;
(g) Debtor becomes insolvent or bankrupt; makes an assignment for the benefit of Default” creditors or consents to the appointment of a trustee or receiver; a trustee or a receiver is appointed for Debtor or for a substantial part of its property without its consent and such trustee or receiver is not removed within a period of thirty (30) days; bankruptcy, reorganization or insolvency proceedings are instituted by or against Debtor and, if instituted against Debtor, are not dismissed within a period of thirty (30) days; or if any of the foregoing occurs with respect to any guarantor or other party liable for any of Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates; * Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted information has been requested and has been filed separately with the Securities and Exchange Commission.
(h) all or any part of the Collateral is attached, levied or seized upon in any proceeding and such process is not discharged or bonded within ten (10) days;
(i) Secured Party concludes that the prospect of payment or performance of Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates is impaired by reason of a material adverse change in the business prospects or financial condition of Debtor; or
(j) any guarantor, surety or endorser for any of Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates dies, defaults in any obligation or liability owing to Secured Party or any affiliate of Secured Party, or any guaranty of the obligations secured hereby is terminated. If Debtor is in default hereunder, the indebtedness herein described and upon all other debts then owing by Debtor to Secured Party and/or its affiliates under this Agreement or any other present or future agreement shall, if Secured Party or any such Event of Defaultaffiliate shall so elect, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Program Agreement (Arctic Cat Inc)
Events of Default; Acceleration. The occurrence of If any one or more of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same;
(b) the Borrower or the Guarantor shall fail to perform any term, covenant or agreement contained in 8 or 9 (other than the covenant set forth in 9(a) hereof);
(c) the Borrower shall fail to perform the covenant set forth in 9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to 18 hereof; (d) the Borrower or the Guarantor or any Additional Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) day period, such failure shall not constitute an “Event of Default” hereunderDefault hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation or warranty of the Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to pay its debts as they mature; (j) there shall remain undischarged for more than ten (10) days any final (beyond any applicable appeal period) judgment or execution action against the Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon such the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, andthey shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of DefaultDefault specified in 12.1(h) or 12.1(i), the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, suchamounts shall become immediately due and payable, payable automatically and without any requirement of notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms Banks or provisions of the guaranty, Agent or any guarantor denies that it has any further liability under action by the guaranty Banks or gives notice to such effectthe Agent.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute is hereby defined as, and is declared to be and to constitute, an “"Event of Default” " hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest Failure by the Borrower to make or other amounts when cause to be made any payment required to be made under Section 4.2 hereof on or before the date the same shall become due and payable hereunder;is due.
(b) The failure of Failure or refusal by the Borrower to comply with any provision of this Agreement (its other than payment) covenants, conditions or agreements hereunder, and such failure or refusal shall continue unremedied for 30 a period of fifteen (15) days following after written notice of such default from Lenders thereof has been given to Borrower; providedthe Borrower by the Purchaser, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;the Escrow Agent or the Authority.
(c) The dissolutionBorrower shall have applied for or consented to the appointment of a custodian, winding-up receiver, trustee or termination liquidator of all or a substantial part of its assets; a custodian shall have been appointed with or without consent of the existence of Borrower; orthe Borrower shall generally not be paying its debts as they become due; the Borrower shall have made a general assignment for the benefit of creditors; the Borrower shall have filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors, or has taken advantage of any insolvency law, or has filed an answer admitting the material allegations of a petition in a bankruptcy, reorganization or insolvency proceeding; a petition in bankruptcy shall have been filed against the Borrower and shall not have been dismissed for a period of one hundred twenty (120) consecutive days, or if an order for relief has been entered under the Bankruptcy Code; or an order, judgment or decree shall have been entered without the application, approval or consent of the Borrower by any court of competent jurisdiction appointing a receiver, trustee, custodian or liquidator of the Borrower of a substantial part of its respective assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of one hundred twenty (120) consecutive days.
(d) The appointment A writ of (execution or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law attachment or any similar state process shall be issued or federal lawlevied against all or any part of or interest in any of the properties or assets of the Borrower or any judgment involving monetary damages shall be entered against the Borrower, which shall become a lien on the Borrower's properties or assets or any portion thereof or interest therein, and such execution, attachment or similar process is not released, bonded, satisfied, vacated or stayed within one hundred twenty (120) days after its entry or levy, and said writ of execution, attachment, levy or judgment shall involve monetary damages aggregating more than $100,000.
(e) The Guaranty fails to remain in full force Seizure or effect, any action is taken to discontinue or to assert the invalidity or unenforceability foreclosure of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms properties or provisions assets of the guarantyBorrower pursuant to process of law or in respect of legal self-help, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectinvolving monetary damages.
(f) The transfer of title to the Project Equipment or any part thereof (in one or more transactions) for any reason and to any party without the prior express written consent of the Authority and the Purchaser.
(g) Any substantial change in the nature or character of the business or the voluntary permanent closing of business or cessation of operations of the Borrower.
(h) Any representation, covenant or warranty made by the Borrower in any Bond Document shall prove to have been false, incorrect or misleading in any material respect as of the date made, or failure by the Borrower to observe any such covenant.
(i) An event of default shall have occurred under any of the Bond Documents.
(j) An event of default shall have occurred under any other loans, contracts or agreements of the Borrower entered into with the Purchaser.
(k) A breach by the Borrower of any term, covenant, condition, obligation or agreement under any Bond Document.
(l) Any additional financing on the Project is obtained without the prior express written consent of the Authority and the Purchaser, other than a refinancing of the Existing Equipment which is subordinate to the Bond.
(m) Any Change of Control of the Borrower, except as permitted herein.
(n) The dissolution or reorganization of the Borrower or a default under Section 1.7(e) hereof.
(o) Default by the Borrower in any of the terms or conditions of any agreement covering the payment of borrowed money in excess of $50,000.
(p) A material deterioration in the financial condition of the Borrower or the occurrence of an “Event any event, which in the sole opinion of Default” as defined in any Loan Document (other than this Agreement)the Purchaser, impairs the financial responsibility of the Borrower.
Appears in 1 contract
Sources: Bond Agreement (Foilmark Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events shall constitute (each, an “Event of Default” hereunder, ”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lender to make any additional Loan; and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereundershall, at the election option of LendersLender (1) make all sums of Basic Interest and principal, shall become and any other Obligations and amounts owing under any Loan Documents immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of Borrower shall fail to pay any principal, or interest under this Agreement or any Note, or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; or (ii) an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of Borrower creditors, or other similar official, shall be appointed to comply with any provision take possession, custody or control of this Agreement (other than payment) the properties of Borrower, and such failure shall continue unremedied for 30 days following written notice of such default from Lenders involuntary Insolvency Proceeding, petition or appointment is acquiesced to Borrowerby Borrower or is not dismissed within sixty (60) days; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
or (ciii) The dissolution, winding-up the dissolution or termination of the existence business or permanent cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); oror (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) The appointment Borrower shall be in default beyond any applicable period of (grace or application for appointment of) a receiver cure under any other agreement involving the borrowing of Borrower or money, the involuntary filing against or voluntary filing by Borrower purchase of a petition or application for relief under federal bankruptcy law property, the advance of credit or any similar state other monetary liability of any kind to Lender or federal lawto any Person due to the failure to pay principal, interest, fees or other charges when due, and such failure results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) The Guaranty fails to remain in full force Any governmental or effect, regulatory authority shall take any action is taken to discontinue judicial or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guarantyadministrative action, or any guarantor denies that it has defined benefit pension plan maintained by Borrower shall have any further liability under the guaranty or gives notice unfunded liabilities, any of which would reasonably be expected to such effecthave a Material Adverse Effect.
(f) The occurrence Any sale, transfer or other disposition of an “Event all or a substantial or material part of Default” as defined in the assets of Borrower, including without limitation to any Loan Document (trust or similar entity, shall occur, other than this Agreement)in accordance with Section 6.4 or Section 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerthis Mortgage:
a. Mortgagor fails to pay after any applicable notice and cure period (ai) Nonpayment any installment of principalprincipal or interest payable pursuant to the Note within ten (10) days of the date when due, interest or (ii) any other amounts amount payable to Lender under the Note, this Mortgage or any of the other Loan Documents within ten (10) days after the date when any such payment is due in accordance with the same shall become due and payable hereunderterms hereof or thereof;
(b) The failure b. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of Borrower to comply with any provision of this Agreement (the other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then Mortgagor shall have a reasonable period (“Cure Period”) of thirty (30) days after Mortgagor receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for sixty (60) additional 90 days, but in no event shall the Cure Period be longer than ninety (90) days in the aggregate;
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to Mortgagee by Mortgagor;
d. Mortgagor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Mortgagor or of all or any substantial part of the property of Mortgagor or any of the Premises or all or a substantial part of the assets of Mortgagor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within thirty (30) days;
(c) The e. the commencement of any involuntary petition in bankruptcy against Mortgagor or the institution against Mortgagor of any reorganization, arrangement, composition, readjustment, dissolution, winding-up liquidation or termination similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the existence property of Borrower; orMortgagor which shall remain undismissed or undischarged for a period of sixty (60) days;
(d) The appointment f. the dissolution, termination or merger of (or application for appointment of) a receiver of Borrower or Mortgagor;
g. the involuntary filing against or voluntary filing by Borrower occurrence of a petition or application for relief under federal bankruptcy law or any similar state or federal law.Prohibited Transfer;
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert h. the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in under the Note, the Loan Agreement or any of the other Loan Document (Documents; or
i. the occurrence of any default or event of default, after the expiration of any applicable periods of notice or cure, under any document or agreement evidencing or securing any other than this Agreement)obligation or indebtedness of the Mortgagor to the Mortgagee. If an Event of Default occurs, Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “"Event of Default” hereunder" under this Amended and Restated Loan Agreement:
(a) If the Borrower shall default in the payment of any interest on and/or any principal of the Amended and Restated Working Capital Line of Credit Note when the same becomes due and payable, and upon such default continues for ten (10) days after the Bank has given written notice of such default to the Borrower.
(b) If the Borrower shall breach or default in the performance or observance of any of the provisions of Sections 7.3, 7.4 or 7.7 hereof.
(c) If the Borrower shall breach or default in the performance or observance of any of the provisions of Section 7 hereof (other than Sections 7.3, 7.4 or 7.7 hereof for which no cure period is provided), and such breach or default is not cured within thirty (30) days after the earlier of (i) the date the Borrower first obtains knowledge of the particular breach or default, or (ii) the date written notice of the particular breach or default is given to the Borrower by the Bank.
(d) If the Borrower shall default in the performance of or compliance with any covenant, obligation or provision contained in this Amended and Restated Loan Agreement or any of the other Loan Instruments, and not otherwise referred to in this Section 8, and such default shall not have been remedied (i) within thirty (30) days after written notice of such default shall have been delivered to the Borrower, or (ii) if such default cannot be cured within such thirty (30) day period, within such longer period of time as may be necessary to effect such cure, but in any event within sixty (60) days after written notice of such default shall have been delivered to the Borrower, provided that the Borrower commences to cure the particular default within such thirty (30) day period and prosecutes the cure to completion with due diligence within sixty (60) days after written notice of such default shall have been delivered to the Borrower.
(e) If any material representation or warranty made in writing by or on behalf of the Borrower herein or pursuant hereto or otherwise in connection with the transactions contemplated hereby shall have been materially false or misleading or incorrect when made and the Borrower shall have known or should have known of the falsity, misleading nature of or incorrectness of such representation or warranty when it was made, and the Borrower fails to cause such representation or warranty to cease to be materially false, misleading or incorrect within ton (10) days after written notice of such materially false, misleading or incorrect representation or warranty shall have been delivered to the Borrower.
(f) If the Borrower shall default (as principal or guarantor or other surety or otherwise) in the payment of any principal of or premium, if any, or interest on any Indebtedness which, at the time of the Borrower's default in the payment thereof, has an unpaid balance in excess of Two Million Dollars ($2,000,000.00), or if the Borrower defaults in the performance of or compliance with any term of any evidence of such Indebtedness or of any mortgage, indenture or other agreement relating thereto, and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto; provided, however, to the extent the Borrower is contesting the amount or validity of any such Indebtedness claimed to be in default and/or is contesting whether it has defaulted in the performance or compliance with any term or provision of any document of the type referenced in this subsection (f), in each case in good faith and by appropriate proceedings promptly initiated and diligently conducted by the Borrower, any such default of the type referred to in this subsection (f) shall not constitute an Event of Default.
(g) The occurrence of any Event of Default under and as defined in the Senior Note Agreement, or a default by the Borrower under the Master Equipment Lease or any Funded Debt.
(h) If the Borrower shall discontinue its business or shall make an assignment for the benefit of its creditors, or shall fail generally to pay its debts as such debts become due, or shall apply for or consent to the appointment of or taking possession by a trustee, receiver or liquidator (or other similar official) of any substantial part of its property, or shall commence a case or have an order for relief entered against it under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or if the Borrower shall take any action in furtherance of the dissolution or liquidation of the Borrower.
(i) If, within sixty (60) days after the commencement against the Borrower of a case under the Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the Borrower shall not have been stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official) of any substantial part of the property of the Borrower, such appointment shall not have been vacated.
(j) If a final uninsured, non-appealable judgment which, with other outstanding final judgments against the Borrower exceeds an aggregate of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be rendered against the Borrower and (i) if, prior to the availability of any execution thereon, such judgment shall not have been discharged or execution thereof shall not have been stayed pending appeal, or if, after the expiration of any such stay, such judgment shall not have been discharged, or (ii) the Borrower shall not have established adequate reserves on its books in respect of such final uninsurable judgment or judgments. Upon the occurrence of any Event of Default described in subsection (h) or (i) of this Section 8, the entire respective unpaid principal balance outstanding hereunder, balances of the Amended and Restated Working Capital Line of Credit Note together with all accrued interest thereon and all other amounts payable hereunder, at the election of Lenders, Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower. Further, upon the occurrence of any other Event of Default referred to in this Section 8, the Bank may at any time at its option, by written notice to the Borrower:
(a) Nonpayment , declare the respective unpaid principal balances of principal, the Amended and Restated Working Capital Line of Credit Note together with all accrued interest or thereon and all other amounts when the same shall become obligations to be due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force to the Bank, without presentment, demand, protest or effectother requirements of any kind, any action is taken to discontinue or to assert all of which are hereby waived by the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectBorrower.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. Waiver of Default and ------------------------------------------------------ Restoration of Position and Rights. The occurrence term "Event of Default," whenever used ---------------------------------- herein with respect to any particular series of Subordinated Securities, shall mean any one or more of the following events shall constitute an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerevents:
(a) Nonpayment default in the payment of principalany installment of interest on any Subordinated Security of such series as and when the same shall become due and payable, interest and continuance of such default for a period of 30 days; provided, however, that an extension of one or other amounts more Interest Payment Dates by the Company in accordance with the provisions of any Supplemental Subordinated Indenture shall not constitute an Event of Default; or
(b) default in the payment of all or any part of the principal of or any premium on any Subordinated Security of such series as and when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied whether at maturity, by proceedings for 30 days following written notice of such default from Lenders to Borrowerredemption, by declaration or otherwise; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy an extension of the Stated Maturity for payment of principal of Subordinated Securities of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which series in accordance with the provisions of any Supplemental Subordinated Indenture shall not exceed constitute an additional 90 days;Event of Default; or
(c) The dissolutiondefault in the satisfaction of any sinking fund payment obligation relating to such series of Subordinated Securities, winding-up or termination when and as such obligation shall become due and payable; provided, however, that an extension of the existence Stated Maturity for payment of Borrowerany sinking fund payment with respect to Subordinated Securities of such series in accordance with the provisions of any Supplemental Subordinated Indenture shall not constitute an Event of Default; or
(d) The appointment failure on the part of the Company to observe or perform any other of the covenants or agreements on its part to be observed or performed in the Subordinated Securities or in this Subordinated Indenture (including any Supplemental Subordinated Indenture or application pursuant to any Officers' Certificate, as contemplated by Section 2.03), other than a covenant or agreement which has been expressly included in or pursuant to this Subordinated Indenture solely for appointment of) the benefit of the Holders of the Subordinated Securities of one or more series of Subordinated Securities other than that series, and continuance of such failure for a receiver period of Borrower 60 days after there has been given, by registered or certified mail, to the involuntary filing against Company by the Trustee, or voluntary filing to the Company and the Trustee by Borrower the Holders of not less than 25% in principal amount at maturity of the Subordinated Securities of such series at the time Outstanding under this Subordinated Indenture, a petition or application for relief under federal bankruptcy law or any similar state or federal law.written notice specifying such failure and stating that such notice is a "Notice of Default" hereunder; or
(e) The Guaranty fails to remain the entry by a court having jurisdiction in full force the premises of a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, any action is taken to discontinue or to assert the invalidity appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or unenforceability similar official) of the Guaranty as to Company or for any guarantor, any guarantor fails to comply with any substantial part of the material terms or provisions of the guarantyits property, or any guarantor denies that it has any further liability under ordering the guaranty winding up or gives notice to liquidation of its affairs, if such effect.decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) The occurrence the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Company's consent to the entry of an “order for relief in any involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for any substantial part of its property, or the making by the Company of any general assignment for the benefit of creditors, or its failure generally to pay its debts as they become due or the taking by the Company of any corporate action in furtherance of any of the foregoing; or
(g) any other Event of Default” Default provided in the Officers' Certificate or Supplemental Subordinated Indenture under which such series of Subordinated Securities is issued. If an Event of Default described in clause (a), (b) or (c) shall have occurred and be continuing with respect to any one or more series of Outstanding Subordinated Securities, then and in each and every such case, unless the principal amount of all the Subordinated Securities of each series as defined to which there is an Event of Default shall have already become due and payable, either the Trustee or the Holders of not less than 25% in principal amount at maturity of the Subordinated Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee, if given by Subordinated Securityholders) may declare the principal amount (or, if the Subordinated Securities of any Loan Document such series are Original Issue Discount Subordinated Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Subordinated Securities of such series, together with any accrued interest, to be due and payable immediately, and upon any such declaration the same shall be immediately due and payable, anything in this Subordinated Indenture or in the Subordinated Securities of such series contained to the contrary notwithstanding. Except as otherwise provided in the terms of any series of Subordinated Securities pursuant to Section 2.03, if an Event of Default described in clause (d) or (g) above with respect to all series of Subordinated Securities then Outstanding occurs and is continuing, then, and in each and every such case, unless the principal of all of the Subordinated Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount at maturity of all of the Subordinated Securities then Outstanding hereunder (treated as one class) by notice in writing to the Company (and to the Trustee, if given by Securityholders) may declare the entire principal (or, if the Subordinated Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Subordinated Securities then Outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (e) or (f) above occurs and is continuing, then the principal amount of all of the Subordinated Securities then Outstanding, and the interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event of Default is with respect to less than all series of Subordinated Securities then Outstanding, then, and in each and every such case, except for any series of Subordinated Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount at maturity of the Subordinated Securities of each such affected series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee, if given by Securityholders) may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal amount (or, if the Subordinated Securities are Original Issue Discount Subordinated Securities, such portion of the principal as may be specified in the terms thereof of the Subordinated Securities of any one or more series (or of all the Subordinated Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, the Company shall (1) pay or shall deposit with the Trustee a sum sufficient to pay: (a) all matured installments of interest upon all the Subordinated Securities of such series (or upon all the Subordinated Securities, as the case may be); (b) the principal of any and all Subordinated Securities of such series (or of any and all the Subordinated Securities, as the case may be) which shall have become due otherwise than by declaration (with interest on overdue installments of interest to the extent permitted by law and on such principal at the rate or rates of interest borne by, or prescribed therefor in the Subordinated Securities of such series to the date of such payment or deposit); (c) interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit; and (d) all amounts payable to the Trustee under Section 7.06 and (2) any and all defaults under the Subordinated Indenture with respect to Subordinated Securities of such series (or all Subordinated Securities, as the case may be), other than the non- payment of principal of and any accrued interest on Subordinated Securities of such series (or any Subordinated Securities, as the case may be) which shall have become due by declaration, shall have been cured, remedied or waived as provided in Section 6.09 -- then, and in every such case, the Holders of a majority in principal amount at maturity of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) then Outstanding (such series or all series voting as one class if more than one series are so entitled), by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. For all purposes under this Agreement)Subordinated Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. In case the Trustee shall have proceeded to enforce any right under this Subordinated Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then, and in every such case, the Company, the Trustee and the Holders of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee and the Holders of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) shall continue as though no such proceedings had been taken.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events occurrences shall constitute an event of default hereunder (herein called an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:”):
(a) Nonpayment The Borrower shall fail to duly and punctually pay any installment of principal, interest or other amounts when principal and interest payable under the same shall become due and payable hereunder;Note.
(b) The failure Borrower shall default in the performance of or breach its agreement contained in paragraph 16 hereof.
(c) The Borrower shall fail to duly and punctually pay when and as due any payment for taxes and assessments required by paragraph 2 to be paid or shall fail to provide the insurance coverage required by paragraph 10.
(d) The Borrower or Principal of Borrower shall fail to comply with duly perform or observe any provision of this Agreement the covenants or agreements contained in the Loan Documents (other than paymenta covenant or agreement which is elsewhere in this paragraph 18 specifically dealt with) and such failure shall continue unremedied for 30 not be cured within thirty (30) days following after written notice to Borrower or Principal of such default from Lenders to Borrower, as the case may be; provided, however, that if such default is susceptible of cure but cannot reasonably be cured within such thirty (30-) day period, and if Borrower (or Principal of Borrower, if applicable) shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeded to cure the same, such thirty (30) day period shall be extended for an additional period of time as determined by Lenders is reasonably necessary for Borrower (or Principal of Borrower, if applicable) in their reasonable discretion, and Borrower is diligently pursuing a remedy the exercise of due diligence to cure such default, Borrower shall have a reasonable such additional period not to remedy such default beyond such 30-day period, which shall not exceed an additional 90 ninety (90) days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails Borrower or Principal of Borrower shall make an assignment for the benefit of its creditors, or the Borrower or Principal of Borrower shall generally not be paying its debts as they become due, or a petition shall be filed by or against the Borrower or Principal of Borrower under the United States Bankruptcy Code, or the Borrower or Principal of Borrower shall seek or consent to remain or acquiesce in full force the appointment of any trustee, receiver or effect, any action is taken to discontinue liquidator of a material part of its properties or to assert the invalidity or unenforceability of the Guaranty as to Mortgaged Property or any guarantorpart thereof or shall not, within sixty (60) days after the appointment (without its consent or acquiescence) of a trustee, receiver or liquidator of any guarantor fails to comply with any material part of its properties or of the material terms or provisions of the guarantyMortgaged Property, or any guarantor denies that it has any further liability under the guaranty or gives notice to have such effectappointment vacated.
(f) A judgment, writ or warrant of attachment or execution, or similar process shall be entered and become a lien on, issued or levied against, the Mortgaged Property or any part thereof and shall not be released, vacated or fully bonded within thirty (30) days after its entry, issue or levy.
(g) The Mortgaged Property, or any part thereof, without the prior written consent of Lender, shall be sold, conveyed, transferred, encumbered or full possessory rights therein transferred, or an ownership interest in the Borrower or any general partner or managing member in the Borrower shall be sold, conveyed, transferred or encumbered, whether voluntarily, involuntarily or by operation of law; and this provision shall apply to each and every sale, transfer, conveyance or encumbrance regardless of whether or not the Lender has consented or waived its rights, whether by action or omission, in connection with any previous sale, transfer, conveyance or encumbrance.
(h) Any representation or warranty made by Borrower or Principal of Borrower to Lender in connection with the loan secured hereby proves to be untrue in any material respect. Upon the occurrence of an “any Event of Default” as defined in , Lender may, at its option, without notice, declare the principal of and the accrued interest on the Note, and all sums advanced hereunder, with interest thereon, to be forthwith due and payable, and there-upon the Note and all other Indebtedness secured hereby, including both principal and all unpaid interest accrued thereon, including all applicable late payment charges and prepayment premium, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable without presentment, demand or notice of any Loan Document (other than this Agreement)kind. Time is of the essence hereof.
Appears in 1 contract
Sources: Deed of Trust, Mortgage and Security Agreement (Craftmade International Inc)
Events of Default; Acceleration. The occurrence If any of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay when due and payable any principal of the Loan when the same becomes due;
(b) the Borrower shall fail to pay interest on the Loan or any other sum due under any of the Loan Documents within five (5) Business Days after the date on which the same shall have first become due and payable;
(c) the Borrower shall fail to perform any other term, covenant or agreement contained in the Loan Documents within fifteen (15) days after the Lender has given written notice of such failure to the Borrower or, if such failure is not reasonably capable of cure within such period, within 45 days after such notice (provided the Borrower shall have initiated and is diligently pursuing action to cure such failure during and after such 15-day period);
(d) any representation or warranty of the Borrower or the Guarantor in the Loan Documents or in any certificate or notice given in connection therewith shall have been false, incorrect or misleading in any material respect at the time made or deemed to have been made;
(e) the Borrower shall be in default (and shall not have cured such default within any applicable period of grace or cure): (x) under any agreement or agreements creating, securing or evidencing Indebtedness owing to the Lender or any Affiliates of the Lender, or (y) under any agreement or agreements evidencing any Senior Indebtedness, or evidencing any Indebtedness in excess of $200,000.00 in aggregate principal amount (provided, however, that it shall not be an Event of Default hereunder in the event (I) such default under this clause (y) does not involve any payment under any Indebtedness described under this clause (y) and (II) the holder of such Indebtedness shall promptly have waived such default or breach and (III) the default or breach so waived is not reasonably likely to have a Materially Adverse Effect;
(f) any of the Loan Documents shall cease to be in full force and effect, or the Guarantor shall purport that the Guaranty or Security Documents shall no longer relate to the Loan hereunder made;
(g) the Borrower, or any stockholder of the Borrower (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, consent to or be the subject of an order appointing, a trustee, liquidator or receiver of itself as to all or part of its assets, or assuming custody or control of such Borrower, (iv) shall commence, answer, approve or consent to, any case or proceeding under any bankruptcy, insolvency, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within 90 days following the commencement thereof, or (vi) shall be the subject of an order for relief in an involuntary case under Federal bankruptcy law if not stayed or dismissed within 90 days following the commencement thereof;
(h) the Borrower shall be unable to pay its debts as they mature;
(i) there shall remain undischarged for more than sixty (60) days any final judgment or execution action against the Borrower that, together with other outstanding claims and execution actions against the Borrower exceeds $200,000.00 in the aggregate;
(j) if the Borrower shall be indicted for any crime; or
(k) if any change, as a result of any transaction or series of transactions, in the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the Borrower, whether by contract or otherwise, shall occur; THEN, or at any time thereafter:
(1) In the case of any Event of Default under clause (g) or (h) (for any reason whatsoever and whether such Event of Default shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any admini strative or governmental body), the entire unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts payable thereunder and under the other Loan Documents shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower; and
(2) In the case of any Event of Default other than under clauses (g) or (h) (for any reason whatsoever and whether such Event of Default shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any admini strative or governmental body), the Lender may, by written notice to the Borrower, declare the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts payable hereunder and under the other Loan Documents to be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers, and each of them. No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. In the case any one or more of the following events Events of Default shall constitute have occurred and be continuing, the Lender may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Agreement, any Note or any other Loan Document, or the Lender may proceed to enforce the payment of all Obligations or to enforce any other legal or equitable right of the Lender. In the event an “Event of Default” hereunderDefault shall have occurred and the Lender shall employ attorneys, or incur other costs and upon expenses for the collection of payments due or to become due, or for the enforcement or performance or observance of any obligation or agreement of any Borrower, such Event of DefaultBorrower agrees that it will pay to the Lender, on demand, the entire principal balance outstanding hereunder, reasonable fees of such attorney together with all accrued interest other costs and other amounts payable hereunder, at expenses incurred by the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal lawLender.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “"Event of Default” hereunder, and upon such Event " for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerthis Mortgage:
a. Mortgagor fails to pay (ai) Nonpayment any installment of principalprincipal or interest payable pursuant to the Note on the date when due, interest or (ii) any other amounts amount payable to Lender under the Note, this Mortgage or any of the other Loan Documents within five (5) days after the date when any such payment is due in accordance with the same shall become due and payable hereunderterms hereof or thereof;
(b) The failure b. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of Borrower to comply with any provision of this Agreement (the other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then Mortgagor shall have a reasonable period ("Cure Period") of thirty (30) days after Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to Mortgagee by Mortgagor or any guarantor of the Note;
d. Mortgagor or any guarantor of the Note files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Mortgagor or of all or any substantial part of the property of Mortgagor or any guarantor of the Note or any of the Premises or all or a substantial part of the assets of Mortgagor or any guarantor of the Note are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within ninety (90) days;
(c) The e. the commencement of any involuntary petition in bankruptcy against Mortgagor or any guarantor of the Note or the institution against Mortgagor or any guarantor of the Note of any reorganization, arrangement, composition, readjustment, dissolution, winding-up liquidation or termination similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the existence property of BorrowerMortgagor or any guarantor of the Note which shall remain undismissed or undischarged for a period of ninety (90) days;
f. the dissolution, termination or merger of Mortgagor or any guarantor of the Note;
g. the occurrence of a Prohibited Transfer;
h. the occurrence of an "Event of Default" under the Note or any of the other Loan Documents; or
(d) The appointment i. the occurrence of (or application for appointment of) a receiver of Borrower default in payment under, or the involuntary filing against or voluntary filing by Borrower acceleration of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effectindebtedness created by, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guarantySenior Credit Facility, or any guarantor denies that it has any other loan documents evidencing and securing such indebtedness. If an Event of Default occurs, Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further liability under the guaranty or gives notice to Mortgagor, with interest thereon accruing from the date of such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement)Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events shall constitute (each, an “Event of Default” hereunder, ”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lender to make any additional Loan; and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereundershall, at the election option of LendersLender (1) make all sums of Basic Interest and principal, shall become as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of principalBorrower shall fail to pay any principal or interest under this Agreement or any Note, interest or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or (iii) the dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to comply with be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any provision action for the purpose of this Agreement effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving Indebtedness (other than paymentthe Loans and other Indebtedness evidenced by the Loan Documents) and owed to Lender or to any Person in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action against Borrower or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, in each case, which could reasonably be expected to have a Material Adverse Effect.
(f) Except as permitted by Section 6.5, any sale, transfer or other disposition of all or a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such failure shall continue unremedied for covenant is not cured within 30 days following written after the sooner to occur of Borrower’s receipt of notice of such default breach from Lenders Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however, however that if such default canbreach is not reasonably be capable of being cured within such 30-day period, as determined by Lenders in their reasonable discretion, period and Borrower is diligently pursuing a remedy timely notifies Lender of such defaultfact and Borrower diligently pursues such cure, Borrower then the cure period shall have a reasonable period be extended to remedy the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such default beyond such 30additional 60-day period, which opportunity to cure shall not exceed an additional 90 days;
(c) The dissolution, winding-up apply in the case of any failure to perform or termination of observe any covenant which has been the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower subject of a petition prior failure within the preceding 180 days or application for relief under federal bankruptcy law or any similar state or federal lawwhich is a willful and knowing breach by Borrower.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):
(i) the Company defaults in the payment of any principal of or Prepayment Premium payable with respect to any Note, in any case when the same shall become due, either by the terms thereof or otherwise as herein provided (including if the Company fails to comply with paragraph 4B, 4C, 4F or 4G, in which case the Company will be deemed to have defaulted in the prepayment of principal and payment of Prepayment Premium, if any, with respect to the Notes that would have been due pursuant to paragraph 4B, 4C, 4F or 4G had (x) the Company complied with the notice provisions thereof and (y) all holders of Notes accepted the offer of prepayment contained in any such notice); or
(ii) the Company defaults in the payment of any interest on any Note for more than three (3) Business Days after the date due; or CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(iii) (a) the Company or any Subsidiary fails to pay when due (after giving effect to any applicable grace or cure period) any payment of principal of, interest on or premium with respect to the Working Capital Facility or any other Indebtedness (other than the Senior Obligations) having an outstanding individual principal amount in excess of $2,500,000 or having an outstanding aggregate principal amount in excess of $2,500,000 (“Other Material Indebtedness”), or (b) a breach or default of the Company or any Subsidiary occurs with respect to the Working Capital Facility or any Other Material Indebtedness (other than the Senior Obligations) and such failure continues beyond any applicable grace period if such failure to pay, breach or default entitles the requisite holders of the obligations under the Working Capital Facility, or the holder or holders (or an agent or trustee acting on their behalf) of such Other Material Indebtedness, as the case may be, to cause the obligations under the Working Capital Facility or such Other Material Indebtedness, as the case may be, to become or to be declared due prior to its stated maturity, or (c) the maturity of the obligations under the Working Capital Facility or of any Other Material Indebtedness is accelerated as a result of a breach or default thereunder; or
(iv) any representation, warranty, certification or other written statement made by or on behalf of the Company or any of its Subsidiaries herein or in any of the other Senior Note Documents or in any written statement or certificate at any time given by such Person in writing pursuant or in connection with any Senior Note Document or the transactions contemplated hereby and thereby shall be untrue in any material respect on the date as of which made and, if capable of cure (it being understood that the representations and warranties made pursuant to paragraphs 9I, 9J, 9L 9R, 9S and 9U are, without limitation, not capable of cure) is not cured (including all adverse effects thereof) within ten (10) days after notice thereof from the holder of any Note; or
(v) the Company or any of its Subsidiaries fails to perform or comply with any term, covenant, condition or agreement contained in clause (i) or (ii) of paragraph 5A, in the final paragraph of paragraph 5A, in paragraphs 5B, 5D(a), 5E, 5H or 5K or in paragraphs 6 or 9, and such failure shall not be remedied or waived within ten (10) days after any holder of a Note providing written notice thereof to the Company or, in the case of a Default under 5(a)(vi), such failure to deliver the required notice shall not be remedied within three (3) Business Days after knowledge of a Responsible Officer); or
(vi) the Company or any of its Subsidiaries fails to perform, observe or comply with (a) any term, covenant, condition or agreement contained in paragraphs 5C, 5D(i)(b), 5D(i)(c), 5D(ii), 5F, 5G, 5I or 5J and such failure shall not be remedied or waived within ten (10) days after any holder of a Note providing written notice thereof to the Company or (b) any other agreement, covenant, term or condition contained herein or in any of the other Senior Note Documents and such failure shall not be remedied or waived within thirty (30) days after any holder of a Note providing written notice thereof to the Company; or
(vii) (a) any decree or order for relief in respect of the Company or any Subsidiary (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement) is entered in an involuntary case under any applicable bankruptcy, insolvency or other similar law, now or hereafter in effect, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law (herein called the “Bankruptcy Law”); or (b) the continuance of any of the following events for sixty (60) days unless dismissed, bonded or discharged: (1) an involuntary case is commenced against the Company or any of its Subsidiaries (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement), under any applicable Bankruptcy Law; or (2) a receiver, liquidator, sequestrator, trustee, custodian or other fiduciary having similar powers over the Company or any Subsidiary (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement), or over all or a substantial part of their respective property, is appointed; or
(viii) (a) the Company or any Subsidiary (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (b) the Company or any Subsidiary (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement) makes any assignment for the benefit of creditors; or (c) the board of directors of the Company or any Subsidiary (other than any Subsidiary permitted to be liquidated or dissolved pursuant to this Agreement) adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this clause (viii); or
(ix) a final judgment or judgments for the payment of money aggregating in excess of $2,500,000 (not adequately covered by insurance as to which the insurance company has acknowledged coverage) are rendered against one or more of the following events shall constitute an “Event Company or any Subsidiary or any of Default” hereundertheir respective assets and remains undischarged, and upon such Event unvacated, unbonded or unstayed for a period of Defaultthirty (30) days, but in any event not later than five (5) days prior to the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election date of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrowerproposed sale thereunder; or
(dx) The appointment any of (the Senior Note Documents for any reason, other than a partial or application for appointment of) a receiver of Borrower or full release in accordance with the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails terms thereof, ceases to remain be in full force and effect or effect, any action is taken declared to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guarantybe null and void, or any guarantor Note Party denies that it has any further liability under the guaranty any Senior Note Documents to which it is party, or gives notice to such effect.; or
(fxi) The occurrence the Collateral Agent, on behalf of itself and the holders of the Notes, does not have or ceases to have a valid and perfected security interest in any portion of the Collateral (subject, as to priority, to Liens described in clauses (b), (c), (e), (g) and/or (j) of the definition of Permitted Encumbrances and subject to the perfection standards specified in the Security Agreement) other than as a result of any action or omission by the Collateral Agent and provided such failure shall not be remedied or waived within three (3) Business Days after any holder of a Note providing written notice thereof to the Company, or
(xii) any material damage to, or loss, theft or destruction of, any Collateral (to the extent such Collateral is not insured in accordance with paragraph 5 or, if such Collateral is insured in accordance with paragraph 5, to the extent the relevant insurer is disputing coverage), or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any of its Subsidiaries if any such event or circumstance continues for a period of 45 days and would reasonably be expected to have a Material Adverse Effect; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. then, (a) if such event is an “Event of Default specified in clause (i) or (ii) of this paragraph 8A, the holder of any Note (other than any Note Party or any Affiliate of any of them) may at its option, by notice in writing to the Company, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon and together with the Prepayment Premium, if any, payable with respect to such Note, without presentment, demand, protest or other notice of any kind (including, without limitation, notice of intent to accelerate), all of which are hereby waived by the Company, (b) if such event is an Event of Default specified in clause (vii) or (viii) of this paragraph 8A, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Prepayment Premium, if any, with respect to each Note, without presentment, demand, protest or notice of any kind (including notice of intent to accelerate and notice of acceleration of maturity), all of which are hereby waived by the Company, and (c) with respect to any event constituting an Event of Default” , the Required Holders may at their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Prepayment Premium, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind (including notice of intent to accelerate and notice of acceleration of maturity), all of which are hereby waived by the Company. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as defined herein specifically provided for) and that the provision for payment of the Prepayment Premium by the Company in any Loan Document (other than this Agreement)the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
Appears in 1 contract
Events of Default; Acceleration. The entire Indebtedness will, at the option of Lender, be immediately due and payable upon the occurrence of any one or more of the following events shall constitute an “Event "Events of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower":
a. Borrowers fail to pay any installment of the Indebtedness in respect of the Loan (aMount ▇▇▇▇▇▇) Nonpayment within ten (10) days after the same is due;
b. BAS fails to pay promptly when due any installment of principal, interest the Indebtedness in respect of the Term Loan or the Loan (West Lafayette) within ten (10) days after the same is due;
c. Either Borrower makes any materially incorrect or misleading representation in any financial statements or other amounts when the same shall become due and payable hereunderinformation delivered to Lender;
(b) The failure d. Any of Borrower to comply with any provision of the representations or warranties made in this Agreement (or in the other than payment) Instruments are or prove to have been false in any material respect;
e. Either Borrower fails to observe or perform any obligation to be observed or performed by such party under this Agreement or the other Instruments and such failure shall continue unremedied for 30 days following written notice of fails to cure such default from Lenders to Borrowerafter thirty (30) days written notice; provided, however, provided that if is such default cannot reasonably be cured within such thirty (30-) day periodperiod and such Borrower will have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period will be extended for so long as determined by Lenders it will require such Borrower in their reasonable discretion, and Borrower is diligently pursuing a remedy the exercise of due diligence to cure such default, Borrower shall have a reasonable period to remedy but in any event no longer than sixty (60) days after such default beyond such 30-day period, which shall not exceed an additional 90 dayswritten notice;
f. A judgment is entered against either Borrower or any injunction, attachment, or garnishment is issued against any assets of either Borrower and such injunction, attachment, or garnishment has a Material Adverse Effect upon such Borrower;
g. Either Borrower fails to pay when due or within any applicable grace period any indebtedness under any existing or future agreement for borrowed money pursuant to which such Borrower has incurred indebtedness;
h. Either Borrower makes an assignment for the benefit of creditors; consents to the appointment of a custodian, receiver or trustee for itself or for a substantial part of such party’s assets; or commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction;
i. A custodian, receiver or trustee is appointed for either Borrower or for a substantial part of either Borrower's assets without such Borrower's consent and is not removed within sixty (c60) The dissolutiondays after such appointment;
j. Proceedings are commenced against either Borrower under any bankruptcy, winding-up reorganization, liquidation, insolvency or termination similar laws of the existence of Borrowerany jurisdiction, and such proceedings remain undismissed for sixty (60) days after commencement, or such Borrower consents to such proceedings;
k. Either Borrower is dissolved; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law l. All or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability part of the Guaranty Real Estate or any interest therein is transferred without Lender’s prior written consent, said consent being in Lender’s sole discretion. Upon the occurrence of any such Event of Default and the failure to cure such Event of Default within the time period, if any, set forth herein or in the applicable Instrument, and at any time thereafter so long as the default continues, unless such rights are waived by Lender, Lender shall have the right, in addition to any guarantorother rights set forth in the Instruments, to: aa. terminate this Agreement and its obligations hereunder;
bb. declare the entire Indebtedness to be immediately due and payable;
cc. declare defaults and exercise any guarantor fails to comply with any or all of the material terms remedies available to it under any or provisions all of the guaranty, or Instruments; dd. exercise its right of setoff against any guarantor denies that it has any further liability under the guaranty or gives notice and all sums (including amounts on deposit) owed by Lender to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).either Borrower; and
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be temporarily suspended until such time (if any) as such Default has been cured within any applicable cure period or waived by Lender. The occurrence of any one or more of the following events shall constitute (each, an “Event of Default” hereunder”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and upon such Event of Defaultprincipal, the entire principal balance outstanding hereunder, together with all accrued interest as well as any other Obligations and other amounts payable hereunderowing under any Loan Documents, at the election of Lenders, shall become immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of principalBorrowers shall fail to pay any principal or interest under this Agreement or any Note, interest or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due have occurred and payable hereunder;be continuing.
(b) The failure Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(i) Any Borrower shall fail to pay its debts generally as they become due; or (ii) any Borrower shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or (iii) the dissolution, winding up, or termination of the business or cessation of operations of any Borrower (including any transaction or series of related transactions deemed to comply with be a liquidation, dissolution or winding up of such Borrower pursuant to the provisions of such Borrower’s charter documents); or (iv) any provision Borrower shall take any corporate or company action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Any Borrower shall be in default beyond any applicable period of grace or cure under any other material agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by any Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, could reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur, except as otherwise permitted herein.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which remain unsatisfied, unvacated or unstayed pending appeal for ten (10) or more Business Days after entry thereof.
(h) Any Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Any Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than paymenta covenant which is dealt with specifically elsewhere in this Article 7) and and, if capable of being cured, the breach of such failure shall continue unremedied for covenant is not cured within 30 days following written after the sooner to occur of such Borrower’s receipt of notice of such default breach from Lenders Lender or the date on which such breach first becomes known to any senior officer of such Borrower; provided, however, however that if such default canbreach is not reasonably be capable of being cured within such 30-day period, as determined by Lenders in their reasonable discretion, period and such Borrower is diligently pursuing a remedy timely notifies Lender of such defaultfact and such Borrower diligently pursues such cure, Borrower then the cure period shall have a reasonable period be extended to remedy the date requested in such default beyond Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such 30additional 60-day period, which opportunity to cure shall not exceed an additional 90 days;
(c) The dissolution, winding-up apply in the case of any failure to perform or termination of observe any covenant which has been the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower subject of a petition prior failure within the preceding 180 days or application for relief under federal bankruptcy law or any similar state or federal lawwhich is a willful and knowing breach by such Borrower.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Loan and Security Agreement (Digital Caddies, Inc.)
Events of Default; Acceleration. A very important element of this Agreement is that Lessee make all its payments promptly as agreed upon. Also essential is that the Aircraft continue to be in good condition and adequate security for the indebtedness. The occurrence following are events of default under this Agreement which will allow Lessor to take such action under this Section and under Section 9 as it deems necessary:
(a) any of Lessee's obligations to Lessor under any agreement with Lessor is not paid on or before the tenth day following the date when the same becomes due and payable;
(b) Lessee breaches any warranty or provision hereof, or of any one note or more of any instrument or agreement delivered by Lessee to Lessor and such breach continues for a period in excess of thirty (30) days after Lessor shall have given Lessee written notice of default with respect thereto;
(c) Lessee breaches any policy of insurance covering the Aircraft; or if any such policy be canceled;
(d) Lessee becomes insolent or ceases to do business as a going concern;
(e) it is determined that Lessee has given Lessor materially mis- leading information regarding its financial condition and such information shall not be made good within thirty (30) days after written notice thereof to Lessee;
(f) any of the following events Aircraft is lost, secreted, misused, destroyed, encumbered, seized, confiscated or disposed of in violation of the terms hereof;
(g) a petition in bankruptcy or reorganization be filed by or against Lessee or Lessee admits in writing its inability to pay its debts as they mature;
(h) property of Lessee be attached unless the attachment doesn't result in the threatened or actual foreclosure of the property and, further, that the attachment is either bonded or released within thirty (30) days of such attachment or a receiver be appointed for Lessee;
(i) whenever Lessor in good faith believes the Aircraft is insecure; If Lessee shall constitute an “Event of Default” be in default hereunder, the indebtedness herein described and upon such Event of Defaultall other debts then owing by Lessee to Lessor under this or any other present or future agreement shall, the entire principal balance outstanding hereunderif Lessor shall so elect, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable. This acceleration of all indebtedness, without any notice if elected by Lessor, shall be subject to Borrower:
(a) Nonpayment of principalall applicable laws, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty including laws as to any guarantor, any guarantor fails to comply with any rebates and refunds of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectunearned charges.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Aircraft Lease Agreement (Sequent Computer Systems Inc /Or/)
Events of Default; Acceleration. A very important element of this Security Agreement is that Debtor make all its payments promptly as agreed and the Collateral continue to be in good condition and adequate security for the indebtedness. The occurrence following are events of any one or more of the following events shall constitute an “Event of Default” hereunder, default under this Security Agreement which will allow Secured Party to take such action under this Paragraph and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:under Paragraph 10 as it deems necessary.
(a) Nonpayment any of principal, interest or other amounts Debtor's obligations to Secured Party under any agreement with Secured Party is not paid promptly when the same shall become due and payable hereunderdue;
(b) The failure Debtor breaches any warranty or provision hereof, or of Borrower any note or of any other instrument or agreement delivered by Debtor to comply Secured Party in connection with this or any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 daystransaction;
(c) The dissolutionDebtor dies, winding-up becomes insolvent or termination of the existence of Borrower; orceases to do business as a going concern;
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.it is determined that Debtor has given Secured Party materially misleading information regarding its financial conditions;
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms Collateral is lost or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.destroyed;
(f) The occurrence a petition or complaint in bankruptcy or for arrangement or reorganization or for relief under any insolvency law is filed by or against Debtor or Debtor admit its inability to pay its debts as they mature;
(g) property of an “Event Debtor is attached or a receiver is appointed for Debtor;
(h) whenever Secured Party in good faith believes the prospect of Default” as defined payment or performance is impaired or in good faith believes the Collateral is insecure;
(i) any guarantor, surety or endorser for Debtor dies or defaults in any Loan Document obligation or liability to Secured Party or any guaranty obtained in connection with this transaction is terminated or breached. If Debtor shall be in default hereunder, the indebtedness herein described and all other indebtedness then owing by Debtor to Secured Party under this or any other present or future agreement (other collectively, the "Indebtedness") shall, if Secured Party shall so select, become immediately due and payable and the unpaid principal balance of the indebtedness described in Paragraph 3, or in any promissory note executed in connection herewith, shall bear interest at the rate of 18% per annum (but in no event greater than this Agreement)the highest rate permitted by relevant law) until paid in full. In no event shall the Debtor, upon demand by the Secured Party for payment of the Indebtedness, by acceleration of the maturity thereof or otherwise, be obligated to pay any interest in excess of the amount permitted by law. Any acceleration of Indebtedness, if elected by Secured Party, shall be subject to all applicable laws, including laws relating to rebates and refunds of unearned charges.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events occurrences shall constitute an “event of default hereunder (herein called an "Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:"):
(a) Nonpayment The Borrower shall fail to make due and punctual payment of principal, any installment of interest or principal (or both) or any other amounts when payment becoming due under the same shall become due and payable hereunder;Note.
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period fail to remedy make due and punctual payment of any other amounts (not described in the foregoing paragraph 18(a) or paragraph 18(e) below) required to be paid under this Deed of Trust or any of the other Loan Documents (excluding the Note, to which paragraph 18(a) applies) within ten (10) days after the date upon which such default beyond such 30-day period, which shall not exceed an additional 90 days;amount becomes due.
(c) The dissolution, winding-up Borrower shall default in the performance of or termination of the existence of Borrower; orbreach its agreement contained in paragraph 16 hereof.
(d) The appointment of Borrower shall fail to duly and punctually pay when and as due any payment for taxes and assessments required by paragraph 2 to be paid (subject to paragraph 9 hereof relating to contests) or application for appointment of) a receiver of Borrower or shall fail to provide the involuntary filing against or voluntary filing insurance coverage required by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal lawparagraph 10(a).
(e) The Guaranty fails Borrower shall fail duly to remain in full force perform or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with observe any of the material terms covenants or provisions of agreements contained in the guaranty, Loan Documents (other than a covenant or any guarantor denies that it has any further liability under the guaranty or gives agreement which is specifically dealt with elsewhere in this paragraph 18) and such failure shall not be cured within thirty (30) days after written notice to Borrower (or longer if reasonably necessary and Borrower is proceeding diligently to cure such effectfailure).
(f) The Borrower shall make an assignment for the benefit of its creditors, or the Borrower shall generally not be paying its debts as they become due, or a petition shall be filed by or against the Borrower under the United States Bankruptcy Code, or the Borrower shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of its properties or of the Mortgaged Property or any part thereof or shall not, within thirty (30) days after the appointment (without its consent or acquiescence) of a trustee, receiver or liquidator of any material part of its properties or of the Mortgaged Property, have such appointment vacated.
(g) A judgment, writ or warrant of attachment or execution, or similar process shall be entered and become a lien on, issued or levied against, the Mortgaged Property or any part thereof and shall not be released, vacated or fully bonded within thirty (30) days after its entry, issue or levy.
(h) Except as provided in this subparagraph, the Mortgaged Property, or any part thereof, without the prior written consent of Lender, shall be sold, conveyed, transferred, encumbered or full possessory rights therein transferred, or the controlling interest in the
(i) Any representation or warranty made by Borrower or any shareholder of Borrower to Lender in connection with the loan secured hereby proves to be untrue in any material respect. Upon the occurrence of an “any Event of Default” as defined in , Lender may, at its option, declare the principal of and the accrued interest on the Note, and all sums advanced hereunder, with interest thereon, to be forthwith due and payable, and thereupon the Note and all other Indebtedness secured hereby, including both principal and all unpaid interest accrued thereon, including all applicable late payment charges and prepayment premium, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable without presentment, demand or notice of any Loan Document (other than this Agreement)kind. Time is of the essence hereof.
Appears in 1 contract
Sources: Deed of Trust, Mortgage and Security Agreement (Craftmade International Inc)
Events of Default; Acceleration. Waiver of Default and ------------------------------------------------------ Restoration of Position and Rights. The occurrence term "Event of Default" whenever used ---------------------------------- herein with respect to any particular series of Subordinated Securities shall mean any one or more of the following events shall constitute an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerevents:
(a) Nonpayment default in the payment of principalany installment of interest on any Subordinated Security of such series as and when the same shall become due and payable, interest and continuance of such default for a period of 30 days provided however, that an extension of one or other amounts more Interest Payment Dates by the Company in accordance with the provisions of any Supplemental Subordinated Indenture, shall not constitute an Event of Default; or
(b) default in the payment of all or any part of the principal of or any premium on any Subordinated Security of such series as and when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied whether at maturity, by proceedings for 30 days following written notice of such default from Lenders to Borrower; providedredemption, by declaration or otherwise, provided however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy an extension of the Stated Maturity for payment of principal of Subordinated Securities of such defaultseries in accordance with the provisions of any Supplemental Subordinated Indenture, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed constitute an additional 90 days;Event of Default; or
(c) The dissolutiondefault in the satisfaction of any sinking fund payment obligation relating to such series of Subordinated Securities, winding-up or termination when and as such obligation shall become due and payable provided however, that an extension of the existence Stated Maturity for payment of Borrowerany sinking fund payment with respect to Subordinated Securities of such series in accordance with the provisions of any Supplemental Subordinated Indenture, shall not constitute an Event of Default; or
(d) The appointment failure on the part of the Company to observe or perform in any material respect any other of the covenants or agreements on its part in the Subordinated Securities or in this Subordinated Indenture (including any Supplemental Subordinated Indenture or application pursuant to any Officer's Certificate, as contemplated by Section 2.03) specifically contained for appointment ofthe benefit of the Holders of the Subordinated Securities of such series, for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of not less than 25% in principal amount of the Subordinated Securities of such series and all other series so benefited (all series voting as one class) at the time Outstanding under this Subordinated Indenture a receiver written notice specifying such failure and stating that such is a "Notice of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.Default" hereunder; or
(e) The Guaranty fails to remain the entry by a court having jurisdiction in full force the premises of a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, any action is taken to discontinue or to assert the invalidity appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or unenforceability similar official) of the Guaranty as to Company or for any guarantor, any guarantor fails to comply with any substantial part of the material terms or provisions of the guarantyits property, or any guarantor denies that it has any further liability under ordering the guaranty winding up or gives notice to liquidation of its affairs, if such effect.decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
(f) The occurrence the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Company's consent to the entry of an “order for relief in any involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or for any substantial part of its property, or the making by the Company of any general assignment for the benefit of creditors, or its failure generally to pay its debts as they become due or the taking by the Company of any corporate action in furtherance of any of the foregoing; or
(g) any other Event of Default” Default provided in the Officer's Certificate or Supplemental Subordinated Indenture under which such series of Subordinated is issued or in the form of Subordinated Security for such series. If an Event of Default described in clause (a), (b) or (c) shall have occurred and be continuing with respect to any one or more series of Outstanding Subordinated Securities, then and in each and every such case, unless the principal amount of all the Subordinated Securities of each series as defined to which there is an Event of Default shall have already become due and payable, either the Trustee or the Holders of not less than 25% in principal amount of the Subordinated Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee if given by Subordinated Securityholders) may declare the principal amount (or, if the Subordinated Securities of any Loan Document such series are Original Issue Discount Subordinated Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Subordinated Securities of such series, together with any accrued interest, to be due and payable immediately, and upon any such declaration the same shall be immediately due and payable, anything in this Subordinated Indenture or in the Subordinated Securities of such series contained to the contrary notwithstanding. Except as otherwise provided in the terms of any series of Subordinated Securities pursuant to Section 2.03, if an Event of Default described in clause (d) or (g) above with respect to all series of Subordinated Securities then Outstanding, occurs and is continuing, then, and in each and every such case, unless the principal of all of the Subordinated Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all of the Subordinated Securities then Outstanding hereunder (treated as one class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Subordinated Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Subordinated Securities then Outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (e) or (f) above occurs and is continuing, then the principal amount of all of the Subordinated Securities then Outstanding, and the interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event of Default is with respect to less than all series of Subordinated Securities then Outstanding, then, and in each and every such case, except for any series of Subordinated Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Subordinated Securities of each such affected series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal amount (or, if the Subordinated Securities are Original Issue Discount Subordinated Securities, such portion of the principal as may be specified in the terms thereof of the Subordinated Securities of any one or more series (or of all the Subordinated Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Subordinated Securities of such series (or upon all the Subordinated Securities, as the case may be) and the principal of any and all Subordinated Securities of such series (or of any and all the Subordinated Securities, as the case may be) which shall have become due otherwise than by declaration (with interest on overdue installments of interest to the extent permitted by law and on such principal at the rate or rates of interest borne by, or prescribed therefor in the Subordinated Securities of such series to the date of such payment or deposit) and interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit; and the amounts payable to the Trustee under Section 7.06 and any and all defaults under the Subordinated Indenture with respect to Subordinated Securities of such series (or all Subordinated Securities, as the case may be), other than the non- payment of principal of and any accrued interest on Subordinated Securities of such series (or any Subordinated Securities, as the case may be) which shall have become due by declaration shall have been cured, remedied or waived as provided in Section 6.09 -- then and in every such case the Holders of a majority in principal amount of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) then Outstanding (such series or all series voting as one class if more than one series are so entitled) by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. For all purposes under this Agreement)Subordinated Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. In case the Trustee shall have proceeded to enforce any right under this Subordinated Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Holders of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee and the Holders of the Subordinated Securities of such series (or of all the Subordinated Securities, as the case may be) shall continue as though no such proceedings had been taken.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of If any one or more of the following events shall constitute occur and be continuing (each an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:”):
(a) Nonpayment default in the payment of principal, interest or other amounts when on the same shall become due Senior Notes and payable hereundercontinuance of that default for 30 days;
(b) The failure default in the payment of Borrower to comply with any provision of this Agreement (other than payment) the principal of, or premium, if any, on, the Senior Notes when due and such failure shall continue unremedied payable, whether at their Maturity Date or by acceleration, call for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 daysredemption or otherwise;
(c) The dissolution, winding-up or termination failure by the Issuer for 90 days after notice by the Noteholders to perform any of the existence other covenants or agreements in the Senior Notes and the Issuing and Paying Agency Agreement;
(d) an event of Borrowerdefault, as defined in any bond, note, debenture or other evidence of indebtedness for borrowed money of the Issuer or under any mortgage, indenture, trust agreement or other instrument securing, evidencing or providing for any indebtedness for borrowed money of the Issuer as a result of which indebtedness for borrowed money of the Issuer in excess of $25 million in aggregate principal amount shall be or become accelerated so as to be due and payable prior to the date on which the same would otherwise become due and payable and such acceleration shall not have been annulled or rescinded within 30 days of the notice of such acceleration to the Issuer;
(e) the Issuer shall consent to the appointment of a receiver, liquidator, trustee or other similar official in any bankruptcy, liquidation, insolvency or similar proceeding; or
(df) The a court or other governmental agency or body having jurisdiction shall enter a decree or order for the appointment of (a receiver, liquidator, trustee or application other similar official in any bankruptcy, receivership, liquidation, insolvency or similar proceeding with respect to the Issuer and such decree or order shall have remained in force for appointment of) a receiver of Borrower or 30 days. In each such case, unless the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability principal of the Guaranty as to any guarantorSenior Notes already shall have become due and payable, any guarantor fails to comply with any the holders of 100% of the material terms or provisions aggregate principal amount of the guarantySenior Notes, or by notice in writing to the Issuer, may declare the principal amount of the Senior Notes to be due and payable immediately, and upon any guarantor denies that it has any further liability under such declaration the guaranty or gives notice to such effectsame shall become and shall be immediately due and payable.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Note Subscription Agreement (Customers Bancorp, Inc.)
Events of Default; Acceleration. The occurrence If any of the following events ("Events of Default") shall occur:
(a) If the Borrower shall default in the payment of any interest on and/or any principal of the Notes when the same becomes due and payable, and such default continues for three (3) Business Days; or
(b) If the Borrower shall breach or default in the performance or observance of any of the provisions of Section 6.10 through Section 6.12 hereof, and such breach or default continues for twenty (20) days after written notice of such breach or default shall have been delivered to the Borrower; or
(c) If the Borrower or any Subsidiary shall default in the performance of or compliance with any covenant, obligation or provision contained in this Loan Agreement, other than those referred to above in this Section 7, and any such default shall not have been remedied (i) within ten (10) days after written notice of such default shall have been delivered to the Borrower, or (ii) if such default cannot be cured within such ten (10) day period, within such longer period of time as may be necessary to effect such cure, but in any event within thirty (30) days after written notice of such default shall have been delivered to the Borrower, provided that the Borrower or such Subsidiary commences to cure the particular default within such ten (10) day period and prosecutes the cure to completion with due diligence within thirty (30) days after written notice of such default shall have been delivered to the Borrower; or
(d) If the Borrower or any Subsidiary shall default in the performance of or compliance with any covenant, obligation or provision contained in any of the other Loan Documents, and such default shall not have been remedied (i) within ten (10) days after written notice of such default shall have been delivered to the Borrower, or (ii) if such default cannot be cured within such ten (10) day period, within such longer period of time as may be necessary to effect such cure, but in any event within thirty (30) days after written notice of such default shall have been delivered to the Borrower, provided that the Borrower or such Subsidiary commences to cure the particular default within such ten (10) day period and prosecutes the cure to completion with due diligence within thirty (30) days after written notice of such default shall have been delivered to the Borrower; or
(e) If any material representation or warranty made in writing by or on behalf of the Borrower or any Subsidiary herein or pursuant hereto or otherwise in connection with the transactions contemplated hereby shall have been materially false or misleading or incorrect when made, and the Borrower shall have known or should have known of the falsity, misleading nature of or incorrectness of such representation or warranty when it was made, and the Borrower fails to cause such representation and warranty to cease to be materially false, misleading or incorrect within ten (10) days after written notice of such materially false, misleading or incorrect representation or warranty shall have been delivered to the Borrower; or
(f) If the Borrower or any Subsidiary shall default, as principal or guarantor or other surety or otherwise, in the payment of any principal of or premium, if any, or interest on any Indebtedness in respect of borrowed money or Capital Lease Obligations or in the deferred purchase price of property which, at the time of the default in the payment thereof, has an unpaid balance in excess of Five Hundred Thousand Dollars ($500,000.00), or if the Borrower or any Subsidiary defaults in the performance of or compliance with any term of any evidence of such Indebtedness or of any mortgage, indenture or other agreement relating thereto, and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto; or
(g) If the Borrower or any Subsidiary shall discontinue its business or shall make an assignment for the benefit of its creditors, or shall fail generally to pay its debts as such debts become due, or shall apply for or consent to the appointment of or taking possession by a trustee, receiver or liquidator or other similar official of any substantial part of its property, or shall commence a case or have an order for relief entered against it under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or if the Borrower or any Subsidiary shall take any action in furtherance of its dissolution or liquidation; or
(h) If, within thirty (30) days after the commencement against the Borrower or any Subsidiary of a case under the Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the Borrower or such Subsidiary shall not have been stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official) of any substantial part of the property of the Borrower or any Subsidiary, such appointment shall not have been vacated; or
(i) If a final uninsured judgment which, with other outstanding final judgments against the Borrower or any Subsidiary exceeds an aggregate of Five Hundred Thousand Dollars ($500,000.00) shall be rendered against the Borrower or any Subsidiary and (i) if, prior to the availability of any execution thereon, such judgment shall not have been discharged or execution thereof shall not have been stayed pending appeal, or if, after the expiration of any such stay, such judgment shall not have been discharged, or (ii) the Borrower or such Subsidiary shall not have established adequate reserves on its books in respect of such final uninsurable judgment or judgments; or
(j) If any Operating Lease shall be terminated by virtue of the default by the Borrower or any Subsidiary thereunder and such termination would have a Material Adverse Effect on the Borrower's consolidated financial condition; or
(k) If Mich▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ll cease for any reason whatsoever, including, without limitation, his death or disability, to be and continuously to perform the duties of the chief executive officer of the Borrower unless, within one hundred eighty (180) days after such cessation, a successor to Mich▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇h demonstrated ability and experience to serve as the chief executive officer of the Borrower shall have commenced to perform the duties of the chief executive officer of the Borrower (provided, however, that if any such successor shall have been so elected and shall have commenced the performance of such duties within such period, the name of such successor shall be deemed to have been inserted in this subsection (k) in place of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇▇);
(l) If any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by The Securities and Exchange Commission under said Act) of 35% or more of the following events outstanding Equity Interests of the Borrower; or during any period of 24 consecutive months, individuals who were members of the board of directors of the Borrower on the first day of such period shall cease to constitute an “a majority of the board of directors of the Borrower;
(m) If any provision of any Guaranty Agreement shall cease to be in full force and effect or any Wholly-Owned Subsidiary shall so assert in writing; or
(n) If, for any reason (other than the Banks' affirmative election to release or terminate the Liens created by the Pledge Agreement and any Supplemental Pledge Agreement) the Pledge Agreement or any Supplemental Pledge Agreement shall cease (i) to create valid and perfected first priority Liens on the collateral encumbered in favor of the Agent, or (ii) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by the Borrower or any Subsidiary of the Borrower;
(i) upon the occurrence of any Event of Default” hereunder, and upon such Event Default described in clause (g) or (h) of Defaultthis Section 7 with respect to the Borrower or any Subsidiary, the entire respective unpaid principal balance outstanding hereunder, balances of the Notes together with all accrued interest thereon and all other amounts payable hereunder, at Obligations of the election of Lenders, Borrower to the Banks shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower, or (ii) upon the occurrence of any other Event of Default referred to in this Section 7, the Requisite Banks may at any time at their option, by written notice to the Borrower:
(a) Nonpayment , declare the respective unpaid principal balances of principal, the Notes together with all accrued interest or thereon and all other amounts when Obligations of the same shall become Borrower to the Banks to be due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force to the Banks, without presentment, demand, protest or effectother requirements of any kind, any action is taken to discontinue or to assert all of which are hereby waived by the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectBorrower.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Loan Agreement (Regal Cinemas Inc)
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election this Deed of Lenders, shall become immediately due and payable, without any notice to BorrowerTrust:
a. Borrower fails to pay (ai) Nonpayment any installment of principalprincipal or interest payable pursuant to the Note within ten (10) days after the date when due, interest or (ii) any other amounts amount payable to Lender under the Note, this Deed of Trust or any of the Loan Documents within twenty (20) days after the date when any such payment is due in accordance with the same shall become due and payable hereunderterms hereof or thereof;
(b) The failure b. Borrower fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower under the Note, this Deed of Borrower to comply with Trust or any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrowerthe Loan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Property, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Deed of Trust or any of the Loan Documents and the value of the Property are not impaired, threatened or jeopardized in any material respect, then Borrower shall have a reasonable period (“Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if Borrower commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Deed of Trust or any of the Loan Documents or of any statement or certification as to facts delivered to Lender by Borrower or any guarantor of the Note, in each case, as and when such representation, warranty, statement or certification was made;
d. Borrower or any guarantor of the Note files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Borrower or of all or any substantial part of the property of Borrower or any guarantor of the Note or any of the Property or all or a substantial part of the assets of Borrower or any guarantor of the Note are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within ninety (90) days;
(c) The e. the commencement of any involuntary petition in bankruptcy against Borrower or any guarantor of the Note or the institution against Borrower or any guarantor of the Note of any reorganization, arrangement, composition, readjustment, dissolution, winding-up liquidation or termination similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the existence property of BorrowerBorrower or any guarantor of the Note which shall remain undismissed or undischarged for a period of ninety (90) days;
f. the dissolution, termination or merger of Borrower or any guarantor of the Note;
g. the occurrence of a Prohibited Transfer; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or h. the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in under the Note, or any of the Loan Document (other than this Agreement)Documents. If an Event of Default occurs, Lender may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to Borrower, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Any of the following events shall constitute an “"Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower":
(a) Nonpayment of principal, interest or other amounts when Default in the same shall become due and payable hereunderpunctual payment of the interest on or principal of, premium on, or redemption or Purchase Price of any Bond, whether at the stated maturity thereof or upon proceedings for redemption thereof, or upon the maturity thereof by acceleration or otherwise or on the Conversion Date, proposed Conversion Date, Substitution Date or Purchase Date;
(b) The failure Default in the performance or observance of Borrower to comply with any provision other obligation or condition on the part of the Issuer contained in this Agreement (other than payment) Indenture or the Bonds, and such failure shall continue unremedied the continuance thereof for a period of 30 days following after written notice given to the Obligor and the Issuer by the Trustee or by the holders of such default from Lenders to Borrower; providednot less than 25% in aggregate principal amount of the Bonds then outstanding, however, except that if such default cannot reasonably be cured corrected within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which it shall not exceed constitute an additional 90 daysEvent of Default if in the judgment of the Trustee in reliance upon an opinion of Counsel and with the consent of the Bank the default is correctable without material adverse effect on the Bonds and if corrective action is instituted by the Issuer within such period and diligently pursued until the default is corrected;
(c) The dissolution, winding-up or termination Occurrence of an Event of Default (as defined in the existence of Borrower; orAgreement) under the Agreement;
(d) The appointment Receipt by the Trustee of (or application for appointment of) a receiver written demand from the Bank directing the Trustee to declare the Bonds immediately due and payable because of Borrower or the involuntary filing against or voluntary filing by Borrower occurrence of a petition or application for relief an Event of Default under federal bankruptcy law or any similar state or federal law.and as defined in the Reimbursement Agreement;
(e) The Guaranty fails Receipt by the Trustee after a payment under the Credit Facility with respect to remain in full force or effect, any action is taken to discontinue or to assert interest on the invalidity or unenforceability Bonds of written notice from the Bank that the interest portion of the Guaranty Credit Facility has not been reinstated to an amount equal to 45 days' (or if applicable pursuant to Section 208 hereof, 210 days') interest, calculated at the Maximum Rate or Fixed Rate or Fixed Rates, as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectapplicable.
(f) The Bank shall (i) fail to be open for the transaction of its general business on any day other than a day on which such institutions in the city in which such Bank is located are authorized or obligated to close by applicable law absent extenuating circumstances of a nonfinancial nature; or (ii) commence a proceeding under any federal or state insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; or (iii) have a receiver, liquidator or trustee appointed for it or for the whole or substantially all of its property. The declaration of an Event of Default under this subsection (f) and the exercise of remedies upon any such declaration shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding such declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings; or
(g) Wrongful dishonor by the Bank of a draft drawn under the Credit Facility by the Trustee. The Trustee shall, at the direction of the Bank, upon the occurrence of an “Event of Default” Default under paragraphs (b) or (c) above, declare the principal of and accrued interest on all outstanding Bonds immediately due and payable. The Trustee shall, upon the occurrence of an Event of Default under paragraphs (a), (d), (e), (f) or (g) above, declare the principal of and accrued interest on all outstanding Bonds to be due and payable immediately. The Trustee shall simultaneously with any such declaration give written notice of any such declaration to the Issuer, the Remarketing Agent, the Obligor, the Bank and the Bondholders. Such notice shall specify the date on which payment of principal and interest shall be tendered to the Bondholders, which date, so long as defined funds are available to the Trustee therefor, shall not be later than 5 days after the Event of Default resulting in such declaration. Interest on the Bonds will accrue to the date of declaration of acceleration. Upon any Loan Document declaration of acceleration of maturity of principal and interest on the Bonds under this Indenture, the Trustee shall promptly exercise such rights as it may have under the Agreement to declare all payments thereunder to be immediately due and payable, shall transfer any moneys in the Project Fund to the Bond Fund and shall draw upon the Credit Facility in accordance with Section 209 hereof, to the full extent permitted by the terms thereof. If for any reason the Credit Facility is not in full force and effect, or if the Bank has failed to pay or has been prevented from paying a draft drawn under the Credit Facility which complies with the terms of the Credit Facility, or if the Bank in writing has repudiated its obligations under the Credit Facility, or if the Bank shall no longer exist or shall become insolvent or if a receiver is appointed for it or its property or affairs, then upon an occurrence of an event specified in Section 801(b) or (other c) the Trustee shall give written notice thereof to the Obligor and the Holders of all Outstanding Bonds, and may declare the principal of and accrued interest on all Outstanding Bonds immediately due and payable by written notice thereof to the Obligor and the Issuer, and shall declare the principal of and accrued interest on all Outstanding Bonds immediately due and payable if Holders of not less than this Agreement)25% of the principal amount of outstanding Bonds give written notice of such event to the Trustee, the Obligor and the Issuer.
Appears in 1 contract
Sources: Trust Indenture
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunderfor purposes of this Mortgage:
a. Mortgagor fails to pay (i) any installment of principal or interest payable pursuant to the Note within on or before the date when any such payment is due, and upon such Event of Defaultor (ii) any other amount payable to Mortgagee under the Loan Agreement, the entire principal balance outstanding hereunderNote, together this Mortgage or any of the other Loan Documents within three (3) days after the date when any such payment is due in accordance with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest terms hereof or other amounts when the same shall become due and payable hereunderthereof;
(b) The failure b. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Loan Agreement, the Note, this Mortgage or any of Borrower to comply with any provision of this Agreement (the other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or the Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then Mortgagor shall have a reasonable period (“Cure Period”) of thirty (30) days after Mortgagor obtains knowledge of such failure or receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or in any statement or certification as to facts delivered to Mortgagee by Mortgagor or any guarantor of the Note which remains uncured;
(i) Mortgagor or any guarantor of the Note files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Mortgagor or of all or any substantial part of the property of Mortgagor or any guarantor of the Note or any of the Premises, or (ii) all or a substantial part of the assets of Mortgagor or any guarantor of the Note are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or vacated within thirty (30) days;
(c) The e. the commencement of any involuntary petition in bankruptcy against Mortgagor or any guarantor of the Note or the institution against Mortgagor or any guarantor of the Note of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of Mortgagor or any guarantor of the Note which shall remain undismissed or undischarged for a period of sixty (60) days;
f. the dissolution, insolvency, termination, merger or winding-up of Mortgagor or termination any entity guarantor of the existence Note or the occurrence of Borrowerthe death or declaration of legal incompetency of any individual guarantor of the Note;
g. the occurrence of a Prohibited Transfer (as defined in the Loan Agreement); or
(d) The appointment of (or application for appointment of) a receiver of Borrower or h. the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in under the Loan Agreement, the Note or any of the other Loan Document (other than this Agreement)Documents. If an Event of Default occurs, Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events shall constitute that has not been cured within any applicable cure period or otherwise waived by Lender (each, an “Event of Default” hereunder”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, all Final Payments, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest any Obligations and other amounts payable hereunder, at the election of Lenders, shall become owing under any Loan Documents immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of Borrowers shall fail to pay any principal, interest or Final Payment under this Agreement or any Note, or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document to which such entity is a party shall prove to have been false or misleading in any material respect when made or deemed made herein (it being recognized by Lender that projections and estimates as to future events are not to be viewed as facts and that the actual results during the period or periods covered by any such projections and estimates may differ from projected or estimated results).
(i) Any Borrower shall fail to pay its debts generally as they become due; or (ii) or shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of Borrower creditors, or other similar official, shall be appointed to comply with take possession, custody or control of the properties of any provision of this Agreement (other than payment) Borrower, and such failure shall continue unremedied for 30 days following written notice of such default from Lenders involuntary Insolvency Proceeding, petition or appointment is acquiesced to Borrowerby any Borrower or is not dismissed within forty five (45) days; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The or the dissolution, winding-up winding up, or termination of the existence business or cessation of operations of any Borrower; oror a Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) The appointment Any Borrower shall be in default beyond any applicable period of (grace or application for appointment of) a receiver cure under any other agreement involving the borrowing of Borrower or money, the involuntary filing against or voluntary filing by Borrower purchase of a petition or application for relief under federal bankruptcy law property, the advance of credit or any similar state other monetary liability of any kind to Lender or federal lawto any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) The Guaranty fails Any governmental or regulatory authority shall take any judicial or administrative action that has, or would reasonably be expected to remain have, the effect of suspending or terminating any material portion of a Borrower’s business; or any defined benefit pension plan maintained by a Borrower shall have any unfunded liabilities in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability excess of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectThreshold Amount.
(f) The occurrence Except as permitted in Sections 6.4 and 6.5 of an “Event of Default” as defined in any Loan Document (other than this Agreement), any sale, transfer or other disposition of all or a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which remain unsatisfied, unvacated or unstayed pending appeal in the case of any judgment rendered in a federal court for ten (10) Business Days or more after entry thereof, or in the case of any judgment rendered in a state court, for twenty (20) Business Days or more days after entry thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Bacterin International Holdings, Inc.)
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice this Deed to BorrowerSecure Debt:
(a) Nonpayment The occurrence of principal, interest or other amounts when an event of default (however defined) under any of the same shall become due and payable hereunderLoan Documents;
(b) The failure of Borrower Grantor fails to comply pay any amount payable to Grantee under this Deed to Secure Debt within three (3) Business Days after the date when any such payment is due in accordance with the terms hereof;
(c) Grantor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision of required to be performed or observed by Grantor under this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders Deed to BorrowerSecure Debt; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Property, and Borrower the priority, validity and enforceability of the liens created by the Deed to Secure Debt or any of the other Loan Documents and the value of the Property is diligently pursuing a remedy of such defaultnot impaired, Borrower threatened or jeopardized, then Grantor shall have a reasonable period to remedy such default beyond such (the “Cure Period”) of thirty (30-day period) days after Grantor’s actual notice thereof, which and an Event of Default under this subsection (c) shall not exceed an additional 90 daysbe deemed to exist during the Cure Period;
(cd) The dissolution, winding-up or termination of the existence of Borrowerany inaccuracy or untruth in any material respect in any certification, representation, or warranty contained in this Deed to Secure Debt or any of the other Loan Documents or of any statement or certification as to facts delivered to Grantee by Grantor or any other Obligor; or
(de) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower occurrence of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effectProhibited Transfer. If an Event of Default occurs, any action is taken to discontinue or to assert Grantee may, at its option, declare the invalidity or unenforceability whole of the Guaranty as Indebtedness to be immediately due and payable without further notice to Grantor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate, in addition to any guarantorother interest accruing on such amount, any guarantor fails as provided under this Deed to comply with any of Secure Debt and the material terms or provisions of other Loan Documents, all limited by the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such maximum rate permitted by law then in effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at Lender's option, be due and payable and the Lender's obligation to make further advances hereunder shall be terminated upon the occurrence of any one or more of the following events of default (each of which shall constitute be hereinafter referred to as an “"Event of Default” hereunder, ") and upon the failure by Borrower to cure such Event of Default, Default within thirty (30) days of receipt of written notice from Lender of its intent to accelerate the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at repayment of the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
Note on account thereof: (a) Nonpayment default in the payment, when due or payable, of principal, interest any obligation of Borrower under this Agreement or other amounts when the same shall become due and payable hereunder;
Note; (b) The failure issuance of any injunction or of an attachment or judgment against any material amount of property of Borrower to comply with any provision of this Agreement which is not discharged within ten (other than payment10) and such failure shall continue unremedied for 30 business days following written notice of such default from Lenders to Borrowerafter issuance; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolutionthe filing of any bankruptcy, winding-up reorganization, debt arrangement or termination other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of the existence any dissolution or liquidation proceeding against Borrower, any of Borrower; or
(d) The appointment of (which is either consented to or application for appointment of) a receiver of acquiesced in by Borrower or remains undismissed for thirty (30) days after the involuntary filing against date of entry or voluntary filing the commencement by Borrower of a petition or application for relief voluntary case under the federal bankruptcy law laws or any state insolvency or similar state laws, or federal law.
(e) The Guaranty fails the consent by Borrower to remain in full force the appointment of a receiver, liquidator, assignee, trustee, custodian or effect, any action is taken to discontinue similar official for Borrower or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of its property, as the material terms or provisions of the guarantycase may be, or the making by Borrower of any guarantor denies that it has assignment for the benefit of creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; or (d) material default in the performance of any further liability under covenant contained herein or in the guaranty Note. A violation or gives notice to such effect.
(f) The occurrence breach of a representation or warranty by the Borrower shall not constitute an “Event of Default” as defined in any Loan Document (other than this Agreement)Default and will not excuse Lender from performance of its obligations hereunder but such violation or breach may entitle Lender to seek damages from Borrower resulting from such violation or breach.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Image Software Inc)
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerthis Mortgage:
(a) Nonpayment The Mortgagor fails to pay (i) any installment of principalprincipal payable pursuant to the terms of the Notes, or (ii) any other amount payable to Mortgagee under the Notes, including, without limitation, interest payable pursuant to the terms of the Notes, this Mortgage or any of the other amounts Loan Documents when any such payment is due in accordance with the same shall become due and payable hereunderterms hereof or thereof;
(b) The failure Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by the Mortgagor under the Notes, this Mortgage or any of Borrower to comply with any provision of this Agreement (the other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then the Mortgagor shall have a reasonable period (the “Cure Period”) of thirty (30) days after the Mortgagor receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if the Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
(c) The dissolution, winding-up or termination of the existence of Borrower; orany inaccuracy or untruth in any material respect in any certification, representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to the Mortgagee by the Mortgagor;
(d) The Mortgagor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of (any trustee, receiver or application for appointment of) a receiver similar officer of Borrower the Mortgagor or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law all or any similar state substantial part of the property of the Mortgagor, the Premises or federal law.all or a substantial part of the assets of the Mortgagor are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within sixty (60) days;
(e) The Guaranty fails to remain the commencement of any involuntary petition in full force bankruptcy against the Mortgagor, or effectthe institution against the Mortgagor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any action is taken to discontinue present or to assert future federal, state or other statute or law, or the invalidity appointment of a receiver, trustee or unenforceability similar officer for all or any substantial part of the Guaranty as to any guarantor, any guarantor fails to comply with property of the Mortgagor or any of the material terms other Borrower that shall remain undismissed or provisions undischarged for a period of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.sixty (60) days;
(f) The the occurrence of a Prohibited Transfer;
(g) the occurrence of an “Event of Default” as defined in Default under the Notes, the Credit Agreement or any of the other Loan Document Documents; or
(h) the occurrence of any default or event of default, after the expiration of any applicable periods of notice or cure, under any document or agreement evidencing or securing any other than this Agreement)obligation or indebtedness of the Mortgagor and/or the Guarantor to the Mortgagee. If an Event of Default occurs, the Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to the Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any Any one or more of the following events shall (and whether such occurrence will be voluntary or involuntary or be affected by any Legal Requirement) will constitute an “"Event of Default” " hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment default in the payment of principal, any interest or other amounts when upon the same shall become Note five business days after such interest becomes due and payable hereunder;payable; or
(b) The failure default in the payment of Borrower to comply with any provision principal of this Agreement (other than payment) or prepayment premium, if any), on the Note five business days after the same will become due and such failure shall continue unremedied payable, whether at maturity or at a date fixed for 30 days following written notice of such default from Lenders to Borrowerprincipal payment or prepayment, or by acceleration or otherwise; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;or
(c) The dissolutiondefault in the payment of any other obligations due under the Loan Documents or the Indemnity Agreement or under any document evidencing or securing any other loan made by Lender to Borrower or any Affiliate of Borrower after the lesser of five business days or any applicable notice or grace period specified therein, winding-up or termination the acceleration of debt under any of the existence foregoing regardless of Borrowerwhether such acceleration constitutes a default thereunder; or
(d) The appointment of (default in the performance or application for appointment of) a receiver of observance by Borrower or Guarantor of any other covenant, agreement or condition contained herein or in the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law Note, the Guaranty or any similar state Default or federal law.Event of Default under the Loan Documents or the Indemnity Agreement, and such default shall continue unremedied for a period of 30 days after the occurrence thereof; or
(e) The Guaranty fails to remain in full force Borrower will not pay within five business days after such due date, whether by acceleration or effectotherwise, any action is taken to discontinue or to assert evidence of Indebtedness of Borrower (other than the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guarantyNote), or any guarantor denies that it has condition or default will exist under any further liability such evidence of Indebtedness or under any agreement under which the guaranty or gives notice to same may have been issued permitting acceleration of such effect.evidence of Indebtedness; or
(f) The occurrence Borrower will file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or an answer consenting to, admitting the material allegations of or otherwise not controverting, or will fail to timely controvert, a petition filed against Borrower seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended; or Borrower will file such a petition or answer with respect to relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of any Governmental Authority providing for the reorganization, winding‑up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors; or
(g) a court of competent jurisdiction will enter an order for relief which is not stayed within sixty (60) days from the date of entry thereof against Borrower under Title 11 of the United States Code; or there will be entered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within sixty (60) days from the date of entry thereof adjudging Borrower bankrupt or insolvent, or ordering relief against Borrower, or approving as properly filed a petition seeking relief against Borrower, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of any Governmental Authority providing for the reorganization, winding‑up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of Borrower or of any substantial part of its property, or ordering the reorganization, winding‑up or liquidation of its affairs; or any involuntary petition against Borrower seeking any of the relief specified in this clause which will not be dismissed within sixty (60) days of its filing; or
(h) Borrower will make a general assignment for the benefit of its creditors; or Borrower will consent to the appointment of, or taking possession of all or any substantial part of its property by, a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of Borrower; or Borrower will have admitted to its insolvency or inability to pay, or will have failed to pay, its debts generally as such debts become due; or Borrower or its directors or majority equity interest holders will take any action to dissolve or liquidate Borrower; or
(i) the rendering against the Borrower of a final non appealable judgment, decree or order for the payment of money in excess of one million dollars ($1,000,000.00) and the continuance of such judgment, decree or order unsatisfied and in effect for a period of sixty (60) consecutive days without a stay of execution; or
(j) Borrower will (1) engage in any non‑exempted “Event of Defaultprohibited transaction,” as defined in Sections 406 and 408 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2) incur any “accumulated funding deficiency,” as defined in Section 302 of ERISA, in an amount in excess of $500,000.00, whether or not waived, or (3) terminate or permit the termination of an “employee pension benefit plan,” as defined in Section 3 of ERISA, in a manner which could result in the imposition of a Lien on any property of Borrower pursuant to Section 4068 of ERISA securing an amount in excess of $500,000.00; or
(k) any representation or warranty made by Borrower or Guarantor herein or in any Loan Document or the Indemnity Agreement or in any certificate or instrument furnished in connection therewith will prove to have been false or misleading in any material respect as of the date made; or
(l) any Facility is rezoned, voluntarily or involuntarily without Lender’s prior written consent that results in a violation of the Loan to Value ratio pursuant to Section 7.1 that remains un-remedied for ninety (90) days; or
(m) the dissolution of Borrower or any of its members, whether by operation of law or otherwise; or
(n) Borrower will suffer or permit any Facility, or any part thereof, to be used in such manner as might (1) impair Borrower’s title to any Facility, or any part thereof; or (2) create rights of adverse use or possession; or (3) constitute an implied dedication of any Facility, or any part thereof.
(1) the guarantee by Guarantor or the Indemnity Agreement for any reason will cease to be in full force and effect other than this in accordance with its terms or the Guarantor will deny its liability under the guarantee or the Indemnity Agreement, or (2) any security interest purported to be created by the Security Instrument or other Loan Documents will cease to be, or will be asserted by the Borrower not to be a valid, perfected first priority security interest in the Collateral, unless such security interest has been renewed and perfected within five (5) days of its ceasing.
(p) any default by the Guarantor shall exist and be continuing (after any applicable grace or notice period), with respect to any other borrowing agreements (which aggregate principal amount is in excess of $25,000,000.00) of Guarantor and which will cause such Indebtedness to be declared to be due and payable prior to its stated maturity or constitutes a failure to pay the principal of, or interest on, such Indebtedness when due and payable at its stated maturity, shall constitute an Event of Default under the Loan.
(q) any Transfer of title (including, without limitation, a leasehold interest) or possession of all or any portion of the Collateral without the prior written consent of Lender.
Appears in 1 contract
Sources: Loan Agreement (Green Plains Inc.)
Events of Default; Acceleration. The occurrence of If any one or more of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same;
(b) the Borrower or the Guarantor shall fail to perform any term, covenant or agreement contained in Section 8 or 9 (other than the covenant set forth in ss.9(a) hereof); (c) the Borrower shall fail to perform the covenant set forth in ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to ss.18 hereof; (d) the Borrower or the Guarantor or any Additional Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) period, such failure shall not constitute an “Event of Default” hereunderDefault hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation or warranty of the Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to pay its debts as they mature; (j) there shall remain undischarged for more than ten (10) days any final (beyond any applicable appeal period) judgment or execution action against the Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon such the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of DefaultDefault specified in ss.12.1(h) or 12.1(i), the entire principal balance outstanding hereunder, together with all accrued interest and other such amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, payable automatically and without any requirement of notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms Banks or provisions of the guaranty, Agent or any guarantor denies that it has any further liability under action by the guaranty Banks or gives notice to such effectthe Agent.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Revolving Credit Agreement (Grove Real Estate Asset Trust)
Events of Default; Acceleration. The occurrence of If any one or more of the following events shall constitute (each an “"Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, ") shall become immediately due and payable, without any notice to Borroweroccur:
(a) Nonpayment The Borrower shall default in the payment of principal, principal of or interest on the Advances or any other amounts fee due hereunder when the same shall become becomes due and payable hereunder;payable, whether at maturity or at a date fixed for the payment of any installment or prepayment thereof or by declaration, acceleration or otherwise (a "Payment Default"); or
(b) The failure Borrower shall default in the performance of Borrower to comply or compliance with any provision term contained in Section 4 or Section 5 and, with respect to terms contained in Section 4 or 5, to the extent any default is susceptible of this Agreement (other than payment) and remedy or cure, the Borrower have failed to remedy or cure any such failure shall continue unremedied for 30 default within twenty days following after written notice of such default from Lenders thereof shall have been given to Borrower; providedthe Borrower by the Lender, however, provided further that if such default cannot reasonably be cured within such 30-day periodremedied or cured, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy then such default beyond such 30-day period, which shall not exceed be deemed an additional 90 daysEvent of Default as of the date of its occurrence; or;
(c) The dissolutionBorrower shall default in the performance of or compliance with any term contained herein other than those referred to above in this Section 6 and such default shall not have been remedied within twenty days after written notice thereof shall have been given to the Borrower by the Lender, winding-up provided that if such default cannot be remedied or termination cured, then such default shall be deemed an Event of Default as of the existence date of Borrowerits occurrence; or
(d) The appointment Borrower, any Subsidiary, shareholder or other Affiliate of the Borrower which is a party to the Security Agreement shall default in the performance of or compliance with any term contained in the Security Agreement or in the performance of or compliance with any term or provision contained in any other Loan Document, the Subscription Agreement and Investment Representation Agreement entered into as of the date hereof (or application for appointment ofthe "Subscription Agreement") a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.other written agreement with the Lender, and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto; or
(e) The Guaranty fails to remain in full force Any representation or effect, any action is taken to discontinue warranty made by the Borrower herein (including representations and warranties remade by the Borrower by submission of a borrowing request) or to assert by the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, Borrower or any guarantor denies that it has other party to the Security Agreement or any further liability under the guaranty other Loan Document therein or gives notice pursuant hereto or thereto shall prove to such effect.have been false or incorrect in any material respect when made; or
(f) The occurrence of an “Event of Default” as defined Borrower or any Subsidiary shall default in any Loan Document (payment due on any Indebtedness in respect of any Subordinated Debt, or any other than this Agreement).borrowed money where the aggregate exceeds $50,000 or any lesser aggregate balance where such failure to pay could result in a Material Adverse Effect, or any Capital Lease or the deferred purchase price of property with
Appears in 1 contract
Events of Default; Acceleration. The occurrence of If any one or more of the following events shall constitute an (hereinafter defined and designated as “Event Events of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, ”) shall become immediately due and payable, without any notice to Borroweroccur:
(a) Nonpayment failure to make any payment as and when due under the terms of principalthe Debentures, interest or payment of any other amounts sum due under this Mortgage when the same shall become due and payable hereunder;and such failure continues for ten (10) days after written notice thereof to Mortgagor; or
(b) The any warranty or representation made by Mortgagor in the Debentures, this Mortgage, or in any statement or certificate furnished pursuant to any of the foregoing, shall be false, materially misleading or inaccurate and such continues for a period of thirty (30) days after written notice thereof to Mortgagor provided, however, if any such default is of a nature that cannot be remedied or cured within the thirty (30) day period, Mortgagor may have such additional time as is reasonably necessary to remedy or cure the default if Mortgagor commences to remedy or cure such default within the thirty (30) day period and thereafter continues with due diligence to remedy or cure the same; or
(c) failure in the due observance or performance of Borrower any other covenant, condition, or agreement on the part of Mortgagor to comply with any provision be observed or performed pursuant to the provisions of the Debentures or this Agreement (other than payment) Mortgage and such failure shall continue unremedied continues for 30 a period of thirty (30) days following after written notice of such default from Lenders thereof to BorrowerMortgagor; provided, however, that if any such default is of a nature that cannot reasonably be remedied or cured within such the thirty (30-) day period, Mortgagor may have such additional time as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period reasonably necessary to remedy or cure the default if Mortgagor commences to remedy or cure such default beyond such within the thirty (30-) day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up period and thereafter continues with due diligence to remedy or termination of cure the existence of Borrowersame; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing any judgment shall be recovered against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law Mortgagor or any similar state attachment or federal law.
other court process shall issue, which shall become or create a lien upon the Collateral or any part thereof and such judgment, attachment or other court process shall not be discharged or effectually secured or execution thereon stayed within sixty (e60) The Guaranty fails to remain days from the entry thereof; then and in full force or effectany such case, any action is taken to discontinue or to assert Mortgagee may declare the invalidity or unenforceability then outstanding principal of the Guaranty Debentures to be forthwith due and payable, and upon such declaration, the principal, together with interest accrued thereon, shall become due and payable forthwith at the place of payment specified in the Debentures, anything in this Mortgage or in the Debentures to the contrary notwithstanding. In addition, Mortgagee may proceed to protect and enforce its rights under the Debentures and the Mortgage by foreclosure proceedings as to against all or any guarantor, any guarantor fails to comply with any part of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effectCollateral.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Sources: Mortgage, Security Agreement, Fixture Filing and Financing Statement (Santa Fe Gold CORP)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events shall constitute (each, an “Event of Default” hereunder, ”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lender to make any additional Loan; and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereundershall, at the election option of LendersLender (1) make all sums of Basic Interest and principal, shall become as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Lender the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of principalBorrower shall fail to pay any principal or interest under this Agreement or any Note, interest or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure Any representation or warranty made herein, or which is contained in any financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein; provided, that, with respect to the Intellectual Property Agreement, Borrower’s representations or warranties made therein shall prove false or misleading in any material respect, and, as to any breach that is capable of cure, Borrower fails to cure such breach within thirty (30) days of the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to a senior officer of Borrower.
(i) Borrower shall admit in writing its inability to pay its debts generally as they become due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or (ii) the dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to comply with be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents) except as permitted under Section 6.4; or (iii) Borrower shall take any provision corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action that has, or would reasonably be expected to have, the effect of suspending or terminating any material portion of Borrower’s business; or any Pension Plan shall have any unfunded liabilities in excess of the Threshold Amount.
(f) Except as permitted pursuant to Section 6.5, any sale, transfer or other disposition of all or substantially all of the assets of Borrower, except for the creation of Permitted Liens, including without limitation to any trust or similar entity, shall occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which are not covered by insurance and which remain unsatisfied, unvacated or unstayed in pending appeal for forty-five (45) or more Business Days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than paymenta covenant which is dealt with specifically elsewhere in this Article 7) and and, if capable of being cured, the breach of such failure shall continue unremedied for covenant is not cured within 30 days following written after the sooner to occur of Borrower’s receipt of notice of such default breach from Lenders Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however, however that if such default canbreach is not reasonably be capable of being cured within such 30-day period, as determined by Lenders in their reasonable discretion, period and Borrower is diligently pursuing a remedy timely notifies Lender of such defaultfact and Borrower diligently pursues such cure, Borrower then the cure period shall have a reasonable period be extended to remedy the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such default beyond such 30additional 60-day period, which opportunity to cure shall not exceed an additional 90 days;
(c) The dissolution, winding-up apply in the case of any failure to perform or termination of observe any covenant which has been the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower subject of a petition prior failure within the preceding 180 days or application for relief under federal bankruptcy law or any similar state or federal lawwhich is a willful and knowing breach by Borrower.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any In case one or more of the following events of default shall constitute an “Event of Default” hereunder, have occurred and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:be continuing;
(a) Nonpayment failure by the Corporation to pay when due any amount required to be paid under this Participation Agreement or the Corporation Obligation, which failure causes a default in the payment when due of principalthe principal of, or premium, if any, or interest or other amounts when on, any of the same shall become due and payable hereunder;Bonds; or
(b) The failure of Borrower by the Corporation to comply with pay when due any provision amount required to be paid under Section 4.11 of this Participation Agreement, which failure causes an Event of Default to occur pursuant to paragraph (a) of Section 12.01 of the Amended and Restated Indenture; or
(c) failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on the part of the Corporation contained in the Participation Agreement (other than paymentfailure to pay amounts required to be paid under Sections 4.04, 4.05 and 4.08), the Tax Regulatory Agreement or in the Corporation Obligation for a period of ninety (90) and such failure shall continue unremedied for 30 days following after the date on which written notice of such default from Lenders failure, requiring the Corporation to Borrower; providedremedy the same, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period been given to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up the Corporation by the Authority or termination of the existence of BorrowerTrustee; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined Bankruptcy of the Corporation or failure by the Corporation generally to pay its debts in the Corporation Indenture; then, and in any Loan Document such event, the Trustee (as assignee of the Authority), may with the consent of the Bond Insurer (assuming the Bond Insurer is not in default under the Policy), and/or the direction of the Bond Insurer (assuming the Bond Insurer is not in default under the Policy) or upon the written request or direction of the owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding with the consent of the Bond Insurer shall, by notice in writing to the Corporation and provided that the default has not theretofore been cured, declare the Corporation Obligation to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in this Participation Agreement or in the Corporation Obligation to the contrary notwithstanding. Any amounts collected by the Trustee pursuant to action taken here shall be applied in accordance with the Indenture. In addition, if at any time the principal of the Bonds shall have been declared to be due and payable by acceleration pursuant to the terms of the Indenture, the Corporation Obligation shall thereupon become and be immediately due and payable, subject to such declaration with respect to the Bonds being annulled pursuant to Section 12.03 of the Amended and Restated Indenture. The right or obligation of the Trustee to make any such declaration as aforesaid, however, is subject to the condition that if, at any time after declaration, but before all the Bonds shall have matured by their terms, the principal of, premium, if any, and interest on, the Corporation Obligation which shall have become due and payable otherwise than by such declaration, and all other than sums payable under this Participation Agreement, except the principal of, and interest on, the Corporation Obligation which shall have become due and payable by such declaration, shall have been paid or provision satisfactory to the Trustee shall have been made for such payment, and the reasonable expenses of the Trustee and of the owners of the Bonds shall have been paid, including reasonable attorneys' fees paid or incurred, and all defaults hereunder and under the Bonds or under the Indenture, except as to the payment of principal and interest due and payable solely by reason of such declaration, shall be made good or be secured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall be made therefore, then and in every such case, the Bond Insurer (unless the Bond Insurer is then in default under the Policy), or the owners of a majority in aggregate principal amount of the Bonds then outstanding, with the consent of the Bond Insurer, by written notice to the Authority and to the Trustee, may rescind such declaration and annul such default in its entirety, or, if the Trustee shall have acted in the absence of a written request of the owners of at least twenty-five percent (25%) in aggregate principal amount of the outstanding Bonds, and if there shall not have been theretofore delivered to the Trustee written direction to the contrary by the owners of a majority in aggregate principal amount of the outstanding Bonds, then any such declaration shall ipso facto be deemed to be rescinded and any such default and its consequences shall ipso facto be deemed to be annulled, but no such rescission and annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Participation Agreement or the Corporation Obligation and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Corporation, the Authority and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Corporation, the Authority and the Trustee shall continue as though no such proceedings had been taken.
Appears in 1 contract
Sources: Participation Agreement (Niagara Mohawk Power Corp /Ny/)
Events of Default; Acceleration. The occurrence A very important element of any one or more this Security Agreement is that Debtor make all its payments promptly as agreed upon. It is essential that the Collateral remain in good condition and adequate security for the Obligations. Each of the following events shall constitute is an “Event of Default” hereunder, Default under this Security Agreement which will allow Secured Party to take such action under this Paragraph and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerunder Paragraph 10 as it deems necessary:
(a) Nonpayment Debtor shall fail to pay any installment of principal, principal or interest or other amounts when owing with respect to a Schedule within fifteen (15) days after the same shall become due and payable hereunderdate thereof;
(b) The failure Debtor shaft fail to pay any of Borrower to comply with any provision of this Agreement the Obligations not evidenced by a Schedule on the due date thereof (other than paymentwhether due at stated maturity, on demand, upon acceleration or otherwise) and such failure shall continue unremedied for 30 not be cured within fifteen (I 5) days following after the date on which Secured Party gives to Debtor written notice of Debtor's failure to make such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 dayspayment on or before the due date thereof;
(c) The dissolutionDebtor breaches any warranty or provision hereof, winding-up or termination of the existence any other Loan Document, any note or of Borrower; orany other instrument or agreement delivered by Debtor to Secured Party in connection with this or any other transaction;
(d) The appointment Coast Resorts, Inc. shall fail to comply with the terms of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal lawnon- spinoff letter dated October 24, 1996.
(e) The Guaranty fails to remain in full force or effect, any action it is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies determined that it Debtor has any further liability under the guaranty or gives notice to such effect.given Secured Party materially misleading information regarding its financial condition;
(f) The occurrence there shall occur any loss, theft, damage or destruction of Collateral not fully covered by insurance (as required by this Security Agreement and subject to such deductibles as Secured Party shall have agreed to in writing), or the making of any levy, seizure, or attachment thereof or thereon;
(g) Debtor shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) make an “Event assignment for the benefit of Default” as defined its creditors, or (iii) commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property, or (iv) a compliant or petition or answer seeking reorganization or arrangement or any similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state is filed by or against the Debtor and, if filed against the Debtor, continues unstayed and in effect for a period of 60 days, or (v) a court of competent jurisdiction, trustee or conservator shall otherwise assume custody or control of the Debtor or of the whole or any Loan Document substantial part of its assets;
(h) Debtor fails to maintain any and all licenses, permits, approvals or authorizations of any kind necessary under Nevada statutes or required by the Nevada Gaming Commission to engage in the business of operating a Casino. For the purposes hereof "Casino" shall mean a gaming establishment and other than this Agreement).property or assets ancillary thereto or used in connection therewith, including restaurants, hotels, theaters, non- gaming retail businesses, and golf courses and other recreation and entertainment facilities;
Appears in 1 contract
Sources: Master Security Agreement (Coast Hotels & Casinos Inc)
Events of Default; Acceleration. The occurrence of If any one or more of the following events shall constitute occur and be continuing (each an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:”):
(a) Nonpayment Issuer or any major subsidiary depository institution (as defined for purposes of principalthe Capital Adequacy Regulations, interest a “Major Subsidiary Depository Institution”) of Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other amounts when similar law now or hereafter in effect, or shall consent to the same appointment of a receiver, liquidator, trustee or other similar official in any liquidation, insolvency or similar proceeding with respect to Issuer or all or substantially all of its property, or shall become due and payable hereunder;make an assignment for the benefit of creditors; or
(b) The failure a court or other governmental agency or body having jurisdiction shall enter a decree or order for the appointment of Borrower a receiver, liquidator, trustee or other similar official in any liquidation, insolvency or similar proceeding with respect to comply with any provision Issuer or a Major Subsidiary Depository Institution of this Agreement (other than payment) Issuer or all or substantially all of the property of Issuer or a Major Subsidiary Depository Institution of Issuer, or for the winding up of the affairs or business of Issuer or a Major Subsidiary Depository Institution, and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower decree or order shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 remained in force for 60 days;; or
(c) The dissolution, winding-up or termination Issuer is notified that it is considered an institution in “troubled condition” within the meaning of 12 U.S.C. Section 1831i and the existence of Borrowerregulations promulgated thereunder; or
(d) The appointment Issuer (a) becomes insolvent or is unable to pay its debts as they mature, (b) makes an assignment for the benefit of creditors, or (or application for appointment ofc) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.admits in writing its inability to pay its debts as they mature; or
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with Issuer materially breaches any of the material terms representations, warranties or provisions covenants made by it in the Agreement and such breach continues for 30 days after written notice from the Noteholder to Issuer thereof; provided that if such breach cannot be reasonably cured within such 30 day period, Issuer shall have a reasonable additional period of the guarantytime, or any guarantor denies that not to exceed an additional 60 days, to cure such breach, as long as it has any further liability under the guaranty or gives notice to such effect.is doing so diligently and in good faith; or
(f) The occurrence Issuer fails to make any required payment of principal or interest hereunder when due and payable (and, in the case of payment of interest, such failure to pay shall have continued for 30 calendar days); then, in the case of an “Event of Default” as defined Default described in the foregoing clauses (a) or (b), unless the principal of this Note already shall have become due and payable, the Noteholder of this Note, by notice in writing to Issuer, may declare the principal amount of this Note to be due and payable immediately and, upon any Loan Document (such declaration the same shall become and shall be immediately due and payable. Issuer waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other than this Agreement)notices.
Appears in 1 contract
Events of Default; Acceleration. The THE FOLLOWING ARE EVENTS OF DEFAULT UNDER THIS MASTER SECURITY AGREEMENT WHICH WILL ALLOW SECURED PARTY TO TAKE SUCH ACTION UNDER THIS PARAGRAPH 9 AND UNDER PARAGRAPH 10 AS IT DEEMS NECESSARY:
(a) any of Debtor's obligations to Secured Party under any Schedule is not paid promptly when due and such payment default is not cured within 5 business days after the later of (i) the date such payment becomes due, and (ii) the date Debtor receives a statement thereof;
(b) Debtor shall fail to comply with the financial covenants set forth in paragraph 2 of the Financial Reports and Covenant Rider attached to this Master Security Agreement;
(c) Debtor breaches (i) the provisions of paragraphs 6(b) or 7(f), or (ii) any other covenant or agreement hereof, or of any Schedule, and the breach of such other covenant or agreement shall not have been cured within 30 days after the earlier to occur of (A) written notice of such breach is given by Secured Party to Debtor, and (B) an officer of Debtor otherwise has actual knowledge of such breach;
(d) any representation or warranty made by Debtor in this Master Security Agreement, any Schedule, or any financial statements, certificates or other documents submitted by Debtor to Secured Party pursuant to the provisions of this Master Security Agreement or any Schedule, or in connection with Debtor's application for the loans to be made thereunder, proves to have been false or misleading in any material respect;
(e) any material portion of the Collateral is lost or destroyed and (i) such Collateral is not replaced by Debtor with equipment of equal or greater value, or (ii) the indebtedness secured by the affected Collateral is not prepaid by an amount equal to the full insurable value of such Collateral, in either case within 180 days after the occurrence of any one such loss or more destruction;
(f) a complaint in bankruptcy or for arrangement or reorganization or for relief under any insolvency law is filed by or against Debtor, and if filed against Debtor, remains undismissed and unstayed for 60 days; or Debtor admits its inability to pay its debts as they mature; or Debtor ceases to do business as a going concern;
(g) any material portion of the following events Collateral or of any other property of Debtor is attached through legal process or a receiver is appointed for Debtor; or
(h) a third party takes any action to foreclose on, obtain possession or control of, collect, sell or otherwise dispose of, or exercise any rights with respect to, any of the Collateral without the express written consent of Secured Party. If Debtor shall constitute an “Event of Default” be in default hereunder, the indebtedness described in each Schedule and upon such Event of Defaultall other indebtedness then owing by Debtor to Secured Party under this Master Security Agreement (collectively, the entire principal balance outstanding hereunder"Indebtedness") shall, together with all accrued interest and other amounts payable hereunderif Secured Party shall so elect, at the election of Lenders, shall become immediately due and payable. After acceleration, without any notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination unpaid principal balance of the existence of Borrower; or
(d) The appointment of (or application indebtedness described in any Schedule shall bear interest at a rate per annum equal to 2% above the rate then in effect for appointment of) a receiver of Borrower or such indebtedness until paid in full. In no event shall the involuntary filing against or voluntary filing Debtor, upon demand by Borrower of a petition or application Secured Party for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability payment of the Guaranty as to any guarantorIndebtedness, any guarantor fails to comply with any by acceleration of the material terms maturity thereof or provisions otherwise, be obligated to pay any interest in excess of the guarantyamount permitted by law. Any acceleration of the Indebtedness, or any guarantor denies that it has any further liability under the guaranty or gives notice if elected by Secured Party, shall be subject to such effectall applicable laws, including laws relating to rebates and refunds of unearned charges.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The Upon the occurrence of and during the continuation of any one or more of the following events shall constitute an “or conditions (Event of Default” hereunder), FHLBank may at its option and upon such Event of Defaultnotwithstanding any other provision hereof, by a notice to the entire principal balance outstanding hereunderInstitution, together with declare all Indebtedness, including but not limited to any accrued interest and other amounts payable hereunderany prepayment charges that are provided for upon payment of an Advance before the date(s) scheduled for repayment, at the election of Lenders, shall become to be immediately due and payable, without presentment, demand, protest or any further notice:
a. Failure of the Institution to keep sufficient available balances on deposit with FHLBank to pay any interest, principal or other amount then due and owing to FHLBank one (1) Business Day after FHLBank gives notice to Borrower:
(a) Nonpayment of principal, interest or other the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts when the same shall become then due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrowerowing; or
b. Continued failure of the Institution to perform any promise or obligation or to satisfy any condition or liability contained in this Agreement for five (d5) The appointment Business Days after FHLBank gives notice to the Institution of such failure; or
c. Continued failure of the Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Institution of such failure unless the Institution shall reduce its Required Collateral Amount during such three (3) Business Day period such that the Institution has sufficient Eligible Collateral; or
d. Any suspension of payment by the Institution to any creditor of sums due or the occurrence of any event that results (or application for appointment ofwhich with the giving of notice or passage of time or both will result) in acceleration of the maturity of any indebtedness of the Institution to others under any security agreement, indenture, loan agreement or other undertaking, provided that such indebtedness is a receiver of Borrower material amount with respect to the Institution and is not subject to a good faith dispute, or the involuntary filing against or voluntary filing by Borrower Institution’s admission that it is unable to pay its debts as they mature; or
e. Appointment of a petition trustee, conservator, receiver, liquidator, custodian or application similar official for relief under federal bankruptcy law the Institution, or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability for substantially all of the Guaranty as to any guarantorInstitution’s property, any guarantor fails to comply with or the entry of a judgment, decree or administrative decision adjudicating the Institution insolvent or bankrupt, or the commencement of proceedings seeking any of the material terms foregoing if such proceedings have not been dismissed within 30 calendar days; or
f. Sale by the Institution of all or provisions substantially all of the guaranty, Institution’s assets or the taking of any guarantor denies action by the Institution to liquidate or dissolve; or
g. Termination of the Institution’s membership in FHLBank or the Institution’s ceasing to be a type of financial institution that it has any further liability is eligible under the guaranty Act to become a member of FHLBank; or
h. Merger, consolidation or gives notice other combination of the Institution with an entity that is not a member of FHLBank if the nonmember entity is the surviving entity in such transaction; or
i. FHLBank determines that any representation or warranty made or furnished by the Institution, its employees or other representatives to such effect.
(f) The occurrence of an “Event of Default” as defined FHLBank, in this Agreement or in any Loan Document (other than this Agreement)manner, in connection with any Advance or other Indebtedness or Collateral, is incorrect or misleading in any material respect; or
j. FHLBank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of the Institution that materially impairs its ability to pay its debts as they mature.
Appears in 1 contract
Sources: Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any one or more of the following events shall constitute (each, an “Event of Default” hereunder, and upon such Event ”) shall at the option of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunderAgent, at the election direction of LendersLenders (1) make all sums of Basic Interest and principal, shall become as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payablepayable without notice of default, without presentment or demand for payment, protest or notice of nonpayment or dishonor or any notice other notices or demands, and (2) give Agent the right to Borrowerexercise any other right or remedy provided by contract or applicable law:
(a) Nonpayment of principalBorrower shall fail to pay any principal or interest under this Agreement or any Note, interest or fail to pay any fees or other amounts charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall become due and payable hereunder;have occurred.
(b) The failure of Borrower to comply with any provision of this Agreement (Any representation or warranty made, or financial statement, certificate or other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; document provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders a Loan Party under any Loan Document shall prove to have been false or misleading in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;any material respect when made or deemed made herein.
(c) The If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect.
(i) Borrower or a Subsidiary shall fail to pay its debts generally as they become due; or (ii) Borrower or a Subsidiary shall commence any Insolvency Proceeding with respect to itself, an involuntary Insolvency Proceeding shall be filed against Borrower or a Subsidiary, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower or a Subsidiary, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or such Subsidiary or is not dismissed within forty five (45) days; or (iii) the dissolution, winding-up winding up, or termination of the existence business or cessation of Borrower; or
(d) The appointment of (or application for appointment of) a receiver operations of Borrower or a Subsidiary (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or such Subsidiary pursuant to the involuntary filing against provisions of Borrower’s or, as the case may be, such Subsidiary’s charter documents); or voluntary filing by (iv) Borrower shall take any corporate action for the purpose of a petition effecting, approving, or application for relief under federal bankruptcy law or consenting to any similar state or federal lawof the foregoing.
(e) The Borrower or a Subsidiary shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to any Lender or to any Person in an amount, individually or in the aggregate, in excess of the Threshold Amount.
(f) Any Governmental Authority or regulatory authority shall take any judicial or administrative action against Borrower or a Subsidiary (except to the extent such action is discharged or stayed pending appeal), or any defined benefit pension plan maintained by Borrower or a Subsidiary shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent could reasonably be expected to have a Material Adverse Effect.
(g) Any sale, transfer or other disposition of all or a substantial or material part of the assets of a Loan Party, including without limitation to any trust or similar entity, shall occur.
(h) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount (not covered by independent third-party insurance) shall be entered against Borrower or a Subsidiary which remain unsatisfied, unvacated or unstayed pending appeal for ten (10) or more days after entry thereof.
(i) There is a material impairment in the perfection or priority of Agent’s security interest in the Collateral.
(j) If a Guaranty fails ceases for any reason to remain be in full force or and effect, or any action is shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effecta Guaranty.
(fk) The occurrence of an “Event of Default” as defined Any Loan Party shall fail to perform or observe any covenant contained in Sections 5.1(c), 5.2, 5.4, 5.5, 5.12 or 5.13 or Article 6.
(l) Any Loan Party shall fail to perform or observe any covenant contained in Article 5 (other than Sections 5.1(c), 5.2, 5.4, 5.5, 5.12 or 5.13) or elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this AgreementArticle 7) and, if capable of being cured, the breach of such covenant is not cured within ten (10) days after the sooner to occur of such Loan Party’s receipt of notice of such breach from Agent or the date on which such breach first becomes known to any officer of such Loan Party (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 10-day period and such Loan Party timely notifies Agent and each Lender of such fact and such Loan Party diligently pursues such cure, then the cure period shall be extended to the date requested in such Loan Party’s notice but in no event more than thirty (30) days from the Notice Date; provided, further, that such 30-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding one hundred eighty (180) days or which is a willful and knowing breach by any Loan Party.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerthis Mortgage:
(a) Nonpayment a. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of principal, interest or the other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then Mortgagor shall have a reasonable period (“Cure Period”) of thirty (30) days after Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
(cb. Mortgagor sends a written notice to Mortgagee pursuant to 42 Pa. C.S. §8143(c) The dissolution, winding-up or termination which purports in any manner to limit the Indebtedness secured by this Mortgage and to release the obligation of Mortgagee to make any additional advances to Mortgagor.
c. the existence of Borrowerany inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to Mortgagee by Mortgagor or any guarantor of the Note;
d. the occurrence of a Prohibited Transfer; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or e. the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” and the passage of any cure period as defined in provided under the Credit Agreement or any of the other Loan Document (other than this Agreement)Documents. If an Event of Default occurs, Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of any one or more Each of the following events shall constitute an “Event of Default” hereunder, and upon such Event for purposes of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrowerthis Mortgage:
(a) Nonpayment Mortgagor fails to pay (i) any installment of principalprincipal when due, (ii) any interest within five (5) days after the date when due, or (iii) any other amounts when amount payable to Mortgagee under the same shall become Note, this Mortgage or any of the other Loan Documents within five (5) business days after written notice such payment is due and payable hereunderin accordance with the terms hereof or thereof;
(b) The failure Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of Borrower to comply with any provision of this Agreement (the other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to BorrowerLoan Documents; provided, however, that if such default cannot reasonably failure by its nature can be cured within such 30-day periodcured, then so long as determined by Lenders in their reasonable discretionthe continued operation and safety of the Premises, and Borrower is diligently pursuing a remedy the priority, validity and enforceability of such defaultthe liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, Borrower threatened or jeopardized, then the Mortgagor shall have a reasonable period (the “Cure Period”) of thirty (30) days after the Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to remedy such default beyond such 30-day period, which cure the same and an Event of Default shall not exceed an be deemed to exist during the Cure Period, provided further that if the Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional 90 days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
(c) The dissolution, winding-up or termination of the existence of Borrower; orany inaccuracy or untruth in any material respect in any certification, representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to the Mortgagee by the Mortgagor or the Guarantor that would or could reasonably be expected to result in a Material Adverse Effect;
(d) The Mortgagor or the Guarantor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of (any trustee, receiver or application for appointment of) similar officer of the Mortgagor or of all or any substantial part of the property of the Mortgagor, the Guarantor, the Premises or all or a receiver substantial part of Borrower the assets of the Mortgagor or the involuntary filing against Guarantor are attached, seized, subjected to a writ or voluntary filing by Borrower of a petition distress warrant or application for relief under federal bankruptcy law are levied upon unless the same is released or any similar state or federal law.located within sixty (60) days;
(e) The Guaranty fails to remain the commencement of any involuntary petition in full force bankruptcy against the Mortgagor or effectthe Guarantor, or the institution against the Mortgagor or the Guarantor of any action is taken to discontinue reorganization, arrangement, composition, readjustment, dissolution, liquidation or to assert similar proceedings under any present or future federal, state or other statute or law, or the invalidity appointment of a receiver, trustee or unenforceability similar officer for all or any substantial part of the Guaranty as to any guarantor, any guarantor fails to comply with any property of the material terms Mortgagor or provisions the Guarantor which shall remain undismissed or undischarged for a period of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.sixty (60) days;
(f) The the dissolution, termination or merger of the Mortgagor or the Guarantor;
(g) the occurrence of a Prohibited Transfer;
(h) the occurrence of an “Event of Default” as defined in Default under the Note or any of the other Loan Document Documents; or
(i) the occurrence of any default or event of default, after the expiration of any applicable periods of notice or cure, under any document or agreement evidencing or securing any other than this Agreement)obligation or indebtedness of the Mortgagor and/or the Guarantor to the Mortgagee. If an Event of Default occurs, the Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to the Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Appears in 1 contract
Events of Default; Acceleration. The occurrence of If any one or more of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or any Reimbursement Obligation or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same;
(b) the Borrower or the Guarantor shall fail to perform any term, covenant or agreement contained in ss.8 or ss.9 (other than the covenant set forth in ss.9(a) hereof); (c) the Borrower shall fail to perform the covenant set forth in ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to ss.18 hereof; (d) the Borrower or the Guarantor or any Additional Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional sixty (60) day period, such failure shall not constitute an “Event of Default” hereunderDefault hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional sixty (60) day period; (e) any representation or warranty of the Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to pay its debts as they mature; (j) there shall remain undischarged for more than ten (10) days any final (beyond any applicable appeal period) judgment or execution action against the Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon such the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of DefaultDefault specified in ss.12.1(h) or 12.1(i), the entire principal balance outstanding hereunder, together with all accrued interest and other such amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, payable automatically and without any requirement of notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms Banks or provisions of the guaranty, Agent or any guarantor denies that it has any further liability under action by the guaranty Banks or gives notice to such effectthe Agent.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The occurrence of If any one or more of the following events shall constitute an (“Event Events of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, ”) shall become immediately due and payable, without any notice to Borroweroccur:
(a) Nonpayment if any Borrower shall fail to pay any principal of principal, or interest or other amounts on any Loan to it when the same shall become due and payable hereunderpayable, and such failure shall continue for three Business Days;
(b) The failure of if any Borrower shall fail to perform, discharge, observe or comply with any provision of this Agreement (other than payment) term, covenant and agreement contained herein, and such failure shall continue unremedied for 30 days following after written notice of such default from Lenders failure has been given to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined Borrower by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 daysABA;
(c) The dissolutionif an representation or warranty of any Borrower contained in this Agreement shall prove to have been materially false or misleading when made;
(d) if any Borrower (or a Trust of which it is a portfolio or fund) makes an assignment for the benefit of creditors, winding-up or termination admits in writing its inability to pay or generally fails to pay its debts as the mature or become due, or petitions or applies for the appointment of a trustee in bankruptcy or other custodian, liquidator or receiver for such Borrower or of any substantial part of its assets, or commences any case or other proceeding relating to such Borrower under any bankruptcy, reorganization, arrangement, insolvency, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or authorizes the existence of Borrowerforegoing; or
(de) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a if any such petition or application is filed or any such case or other proceeding is commenced against such Borrower (or Trust) and such Borrower (or Trust) indicates its approval thereof or consent thereto, or an order for relief or appointing any such trustee in bankruptcy or other custodian, liquidator or receiver is entered adjudicating such Borrower (or Trust) bankrupt or insolvent, or approving a petition in any such case or other proceeding, and such order remains unstayed and in effect for more than 60 days; then, in such event and without notice or demand by ABA, all outstanding Loans to such Borrower, all interest thereon and all other amounts payable by such Borrower under federal bankruptcy this Agreement shall become and be due and payable without presentment, demand, protest or notice, all of which are expressly waived by such Borrower. If any Event of Default shall have occurred and be continuing, ABA may proceed to protect or enforce its rights against such Borrower by suit in equity, action at law or other appropriate proceeding, and may proceed to enforce the payment of all amounts that shall have become due. No remedy conferred upon ABA herein is intended to be exclusive of any similar state other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or federal lawexisting at law or in equity.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Events of Default; Acceleration. The Upon the occurrence of and during the continuation of any one or more of the following events shall constitute an “or conditions of default (Event of Default” hereunder), FHLBank may at its option and upon such Event of Defaultnotwithstanding any other provision hereof, by a notice to the entire principal balance outstanding hereunderInstitution, together with declare all Indebtedness, including but not limited to any accrued interest and other amounts payable hereunderany prepayment charges that are provided for upon payment of an Advance before the date(s) scheduled for repayment, at the election of Lenders, shall become to be immediately due and payable, without presentment, demand, protest or any further notice:
a. Failure of the Institution to keep sufficient available balances on deposit with FHLBank to pay any interest, principal or other amount then due and owing to FHLBank one (1) Business Day after FHLBank gives notice to Borrower:
(a) Nonpayment of principal, interest or other the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts when the same shall become then due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrowerowing; or
b. Continued failure of the Institution to perform any promise or obligation or to satisfy any condition or liability contained in this Agreement for five (d5) The appointment Business Days after FHLBank gives notice to the Institution of such failure; or
c. Continued failure of the Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Institution of such failure unless the Institution shall reduce its Required Collateral Amount during such three (3) Business Day period such that the Institution has sufficient Eligible Collateral; or
d. Any suspension of payment by the Institution to any creditor of sums due or the occurrence of any event that results (or application for appointment ofwhich with the giving of notice or passage of time or both will result) in acceleration of the maturity of any indebtedness of the Institution to others under any security agreement, indenture, loan agreement or other undertaking, provided that such indebtedness is a receiver of Borrower material amount with respect to the Institution and is not subject to a good faith dispute, or the involuntary filing against or voluntary filing by Borrower Institution’s admission that it is unable to pay its debts as they mature; or
e. Appointment of a petition trustee, conservator, receiver, liquidator, custodian or application similar official for relief under federal bankruptcy law the Institution, or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability for substantially all of the Guaranty as to any guarantorInstitution’s property, any guarantor fails to comply with or the entry of a judgment, decree or administrative decision adjudicating the Institution insolvent or bankrupt, or the commencement of proceedings seeking any of the material terms foregoing if such proceedings have not been dismissed within 30 calendar days; or
f. Sale by the Institution of all or provisions substantially all of the guaranty, Institution’s assets or the taking of any guarantor denies action by the Institution to liquidate or dissolve; or
g. Termination of the Institution’s membership in FHLBank or the Institution’s ceasing to be a type of financial institution that it has any further liability is eligible under the guaranty Act to become a member of FHLBank; or
h. Merger, consolidation or gives notice other combination of the Institution with an entity that is not a member of FHLBank if the nonmember entity is the surviving entity in such transaction; or
i. FHLBank determines that any representation or warranty made or furnished by the Institution, its employees or other representatives to such effect.
(f) The occurrence of an “Event of Default” as defined FHLBank, in this Agreement or in any Loan Document (other than this Agreement)manner, in connection with any Advance or other Indebtedness or Collateral, is incorrect or misleading in any material respect; or
j. FHLBank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of the Institution that materially impairs its ability to pay its debts as they mature.
Appears in 1 contract
Sources: Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka)