Events of Default and Acceleration. If any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur: (a) if the Borrowers shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment; (b) if the Borrowers shall fail to pay any Reimbursement Obligation, interest, fees or other amounts owing hereunder within five (5) Business Days after the same shall become due and payable whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment; (c) if the Borrowers shall fail to comply with the covenants contained in (S)(S)6.1, 6.3, 6.4, 6.5, 6.7, 6.13, 6.14, 6.16, 6.18, 7 or 8 hereof; (d) if the Borrowers shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified in subsections (a), (b), and (c) above) within thirty (30) days after written notice of such failure has been given to the Borrowers by the Banks;
Appears in 1 contract
Sources: Revolving Credit Agreement (Eastern Environmental Services Inc)
Events of Default and Acceleration. If any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or or lapse of time, "Defaults") shall occur:
(a) if the Borrowers any Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the Maturity Date stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(b) if the Borrowers any Borrower shall fail to pay any Reimbursement Obligationinterest on the Loans, interestthe commitment fee, fees any Letter of Credit Fee, the Agent's Fee, or other amounts owing sums due hereunder within five (5) Business Days after or under any of the other Loan Documents, when the same shall become due and payable payable, whether at the Maturity Date stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days;
(c) if the Borrowers any Borrower shall fail to comply with the any of its covenants contained in ss.ss.8.1 (S)(S)6.1but subject to ss.13.1(b) above)-8.4, 6.38.5.1, 6.48.7, 6.58.9, 6.78.10-8.12, 6.138.15-8.17, 6.149.1-9.6, 6.169.8, 6.18, 7 9.10-9.17 or 8 hereof10;
(d) if the Borrowers any Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in subsections (a), (b), and (cthis ss.
13.1) above) within for thirty (30) days after written notice of such failure has been given to the Borrowers Borrower by the Agent;
(e) any representation or warranty of any Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents, or in any of the Subordinated Debt Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement or any of the other Loan Documents or of ▇▇▇▇▇▇ or MAC in the Tender Offer Documents or Merger Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;
(f) any Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in an aggregate amount in excess of $2,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in an aggregate amount in excess of $2,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;
(g) any Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or any of its Subsidiaries or of any substantial part of the assets of any Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to any Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or any of its Subsidiaries and such Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof;
(h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any Borrower or any Subsidiary of such Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted;
(i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against any Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against such Borrower or any of its Subsidiaries exceeds in the aggregate $1,000,000;
(j) the holders of all or any part of the Subordinated Debt shall accelerate the maturity of all or any part of the Subordinated Debt or, except as expressly permitted by ss.9.8, the Subordinated Debt shall be (or shall be required at such time to be) prepaid, redeemed or repurchased in whole or in part; or the Company or any of its Subsidiaries shall be or become required under the Subordinated Indenture to prepay, redeem or repurchase (or shall be or become required thereunder to offer to prepay, redeem or repurchase) all or any part of the Subordinated Debt;
(k) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof;
(l) any Borrower or any of its Subsidiaries incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $1,000,000, or any Borrower or any of its Subsidiaries is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $1,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), an ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA or is assessed withdrawal liability pursuant to Title IV of ERISA, provided that the Agent determines in its reasonable discretion that such event (A) could reasonably be expected to result in liability of the Borrowers or any of their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan;
(m) any Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business, such order shall continue in effect for more than thirty (30) days and the result of which could reasonably be expected to have a Material Adverse Effect;
(n) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Subsidiaries if, such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect,
(o) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect;
(p) the Company shall at any time, legally or beneficially own less than (i) 100% of the capital stock of each of its Subsidiaries existing on the Closing Date (except that, prior to the Merger Effective Date, the Company shall own not less than 70% of the capital stock of Rival), or (ii) 80% of the capital stock of any Subsidiary acquired or formed after the Closing Date;
(q) a Change of Control (as such term is defined in the Subordinated Indenture) occurs; or
(r) prior to the Initial Public Offering, the Principals shall at any time, legally or beneficially own less than 51% of the capital stock of the Company, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of the Company and after the Initial Public Offering, any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) other than the Principals shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of twenty five percent (25%) or more of the outstanding shares of common stock of the Company or, at any time, more than a majority of the members of the Board of Directors of the Company are not Continuing Directors. then, and in any such event, so long as the same may be continuing, the Agent, upon the request of the Majority Banks shall, by notice in writing to the Company declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations 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 Borrowers; provided that in the event of any Event of Default specified in ss.ss.13.1(g), 13.1(h) or 13.1(j)), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Holmes Products Corp)
Events of Default and Acceleration. If any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur:
(a) if the Borrowers Borrower or the LP shall fail to pay any principal of the Loans Loans, or interest due thereon, when the same shall become due and payable, whether at the Maturity Date stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(b) if the Borrowers Borrower or the LP shall fail to pay any Reimbursement Obligationother sums due hereunder or under any of the other Loan Documents, interest, fees or other amounts owing hereunder within five ten (510) Business Days after days of when the same shall become due and payable payable, whether at the Maturity Date stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(ci) if any of the Borrowers Parties, or any of their respective Subsidiaries (where applicable), shall fail to comply with the any of its covenants contained in 7.1, 7.2, 7.3, 7.4(a)(i)(A), 7.4(c), 7.4(d)(i) and (S)(S)6.1ii), 6.37.4(e), 6.47.7, 6.57.9, 6.77.11, 6.137.12, 6.147.13, 6.167.14, 6.188.1, 7 8.2, 8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10 or 8 hereof;8.12; and
(dii) if any of the Borrowers Parties, or any of their respective Subsidiaries (where applicable), shall fail to comply with any of its covenants contained in 7.4(a)(i)(B), 7.4(a)(ii), 7.4(a)(iii), 7.4(a)(iv), 7.4(b), or 9 within ten (10) days of when due, or when to be performed; and
(iii) any of the Parties, or any of their respective Subsidiaries (where applicable), shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in subsections (a)this 12, (b), and (cor in such other Loan Documents) above) within for thirty (30) days after written notice of such failure has been given to the Borrowers Borrower by the BanksBank;
(d) any representation or warranty of any of the Parties in this Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;
(e) any of the Parties shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received in an amount greater than $500,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which they are bound, evidencing or securing borrowed money or credit received (in an amount greater than $500,000) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof, including, without limitation, the Bank, or of any obligations issued thereunder, to accelerate the maturity thereof;
(f) any of the Parties shall make an assignment for the benefit of creditors, or admit in writing their inability to pay or generally fail to pay their debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any of the Parties of any substantial part of the assets of any of the Parties or shall commence any case or other proceeding relating to any of the Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such peti- tion or application shall be filed or any such case or other proceeding shall be commenced against any of the Parties and any of the Parties or shall indicate its approval thereof, consent thereto or acquiescence therein;
(g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted;
(h) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any uninsured final judgment against any of the Parties, or any of their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against any of the Parties, or any of their respective Subsidiaries exceeds in the aggregate $250,000;
(i) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Bank, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Parties, or any of their respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdic- tion shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof;
(j) any of the Parties, any of their respective officers, or any of their respective Subsidiaries shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of any of the Parties, or of such Subsidiaries; or
(k) The occurrence of any event of default under any document, instrument and/or agreement between MAXXAM and the Bank, including, without limitation, certain Unconditional Guaranties of Payment and Performance (hereinafter, individually and collectively, the "MAXXAM Guaranty") dated December 29, 1992 (as amended) and December 29, 1993, and/or a certain Pledge Agreement (hereinafter, the "MAXXAM Pledge Agreement") executed and delivered by MAXXAM to the Bank, or under any document, instrument and/or agreement executed and/or delivered by MAXXAM to the Bank, whether such document, instrument and/or agreement now exists or hereafter arises (notwithstanding that the Bank may not have exercised its rights upon default under any such document, instrument and/or agreement), then, and in any such event, so long as the same may be continuing, the Bank may by notice in writing to the Parties declare all amounts owing with respect to this Agreement, the Note 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 each of the Parties; provided that in the event of any Event of Default specified in 12(g) or 12(h), all such amounts shall become immediately due and payable automatically and without any re- quirement of notice from the Bank.
(l) Any direct or indirect change in the ownership of MAXXAM Property Company or MCOP Limited Partners, Inc. from that existing as of the date hereof.
Appears in 1 contract
Events of Default and Acceleration. If Upon occurrence and during the continuance of any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur:events,
(a) if the Borrowers Borrower shall fail to pay any principal of the Loans, any fee, any interest on the Loans or any other Obligations or any other sum hereunder or under any of the other Loan Documents to which it is a party, in any such case when the same shall become due and payable, whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;; or
(b) if the Borrowers Borrower shall fail to pay perform or observe any Reimbursement Obligationterm, interestcovenant or agreement contained in Article VII or Sections 6.01, fees 6.03, 6.04(c), 6.04(d), 6.08, 6.09, 6.12, 6.13(i), 6.14, 6.15, 6.16, 6.17 or other amounts owing hereunder within five (5) Business Days after 6.22; provided that the same Borrower shall become due and payable whether at have the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;
(c) if the Borrowers shall fail right to comply with the covenants contained in Sections 6.14(a) and (S)(S)6.1c) for any one or more fiscal quarters, 6.3, 6.4, 6.5, 6.7, 6.13, 6.14, 6.16, 6.18, 7 or 8 hereof;
and in Sections 6.14(b) and (d) for any two fiscal quarters per covenant, by providing, prior to the delivery of the financial statement or other report to the Administrative Agent disclosing the existence of such default, additional cash equity to the extent that if such equity were included in Gross Revenue, EBITDA or OCF, the Borrowers Borrower would be in compliance with Sections 6.14(a), (b) (c) and (d), as the case may be; or
(c) any Loan Party shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in subsections this Section 10.01) and such failure shall continue for a period of 30 days; or
(d) any representation or warranty made by any Loan Party or any of its Subsidiaries (or any of its officers) under this Agreement or any of the other Loan Documents or in any certificate, statement, document or instrument delivered pursuant to or in connection with this Agreement or any Loan Document shall not be correct in any material respect upon the date when made or confirmed or deemed to have been made, confirmed or repeated; or
(e) any Loan Party or shareholder of the Borrower shall
(i) make an assignment for the benefit of creditors, or
(ii) generally not pay its debts as such debts become due or admit in writing its inability to generally pay or generally fail to
(iii) petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Loan Party or any such shareholder or of any substantial part of the assets of any Loan Party or any such shareholder, or
(iv) shall commence any case or other proceeding relating to any Loan Party or any such shareholder under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction providing for the relief of debtors, now or hereafter in effect, or
(v) shall take any action to authorize or in furtherance of any of the foregoing, or any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Loan Party or any such shareholder and such Loan Party or shareholder shall indicate its approval thereof, consent thereto or acquiescence therein or shall not be able to have such proceeding dismissed within 30 days thereof or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any such shareholder shall take any corporate action to authorize any of the actions above in this subsection (e); or
(f) the Borrower or any of its License Subsidiaries or any Guarantor or other Loan Party other than OC shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Indebtedness (other than Indebtedness owing to the FCC) that is outstanding in an aggregate principal amount of at least $3,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or
(g) any judgment or order for the payment of money in excess of $1,000,000 (excluding any portion thereof that an insurance company of recognized standing and creditworthiness has agreed to pay), or any material non-monetary judgment or order, shall be rendered against the Borrower and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(h) any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior 127 written agreement, consent or approval of the Lenders, or any action at law, or in equity or other suit or legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Loan Party or any of its or their stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents, is illegal, invalid or unenforceable in accordance with the terms thereof; or
(i) with respect to any Guaranteed Pension Plan, an ERISA Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $250,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; or appointed a trustee to administer or liquidate any plan; or
(j) the Borrower or any of its Subsidiaries, or the Parent shall be the subject of writs of attachment or garnishment and the like (a) relating to Collateral which in the judgment of the Required Lenders is subject to imminent execution or levy thereon, or (b) that might have a Material Adverse Effect and that are unstayed for a period of 30 consecutive days or any such attachment shall not have been bonded over within 30 days of the entry thereof; or
(k) the FCC or any other Governmental Body shall cancel, revoke, suspend or fail to renew any FCC License held by any License Subsidiary relating to any right held by any Subsidiary to provide PCS services to any POPs included in any Designated BTA, in either case for which the cancellation, revocation, suspension or failure to renew the FCC License relating to any Designated BTA.
(l) the FCC or any other Governmental Body shall commence any proceeding to cancel, revoke or suspend any FCC License held by any License Subsidiary relating to BTAs described in clause (k) above, which proceeding has not been stayed or enjoined within five Business Days after the commencement of any such proceeding, or
(m) any License Subsidiary or any of its Affiliates shall fail to pay any amount when due FCC Debt or shall otherwise default on such Indebtedness, if such failure to pay or default constitutes or would with the passage of time constitute a default under any Indebtedness owing to the FCC in respect of any other FCC Licenses in respect of a Designated BTA; or
(n) any License Subsidiary shall fail to pay when due amounts owing to the FCC relating to BTAs described in clause (k) above unless (i) such failure to pay can reasonably be expected, in the reasonable judgment of the Required Lenders, not to result in any cancellation, revocation or suspension of such FCC License or (ii) the Borrower has obtained a stay or injunction against any action by the FCC to cancel, revoke or suspend such FCC License notwithstanding such failure to pay and such injunction or stay shall then be in effect; or
(o) the Collateral Agent shall cease to have a valid and perfected first-priority Lien on any Collateral securing any Loan Party's obligations under any Loan Document, or any Loan Party shall so assert (subject, however, to Permitted Liens entitled to priority in accordance with the terms of the Loan Documents); or
(p) at any time any of the following shall occur:
(i) there occurs a Change in Control;
(ii) any Person (other than Nortel and its Affiliates) engaged in, or having an Affiliate engaged in, the business of manufacturing, selling or distributing telecommunications equipment shall own, directly or indirectly, legally or beneficially, more than twenty percent (20%) of the Voting Stock of the Borrower then outstanding; or
(iii) all of each series and class of issued and outstanding shares or units of Stock of the Borrower and each of its Subsidiaries shall cease to be pledged as security for the obligations of the Borrower, the other Loan Parties and their respective Subsidiaries hereunder and under the other Loan Documents; or
(q) there shall occur in the judgment of the Required Lenders any change in the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party that could reasonably be expected to have a material adverse effect on the ability of such Loan Party to perform its obligations under the Loan Documents to which it is a party; or
(r) the Borrower, the Parent or any Subsidiary shall default after any applicable grace period, under any equipment-acquisition agreement (other than the Volume Purchase Agreement) providing for the purchase of more than $10,000,000 in aggregate purchase price of equipment or other goods, from any Person, or such Person shall so allege in writing.
(s) there shall occur an event or circumstance which constitutes a default or an event of default under any other Loan Document or Collateral Document or any other agreement included in the Collateral, provided that any requirement for the giving of notice, the lapse of time, or both, or any other circumstance, has been satisfied;
(t) there shall occur an OC Debt Default unless:
(i) the Maximum Amount, as defined in the Capital Contribution Agreement (assuming full funding of the Credit Facility), has already been contributed to the Borrower;
(ii) OC, an Affiliate or a third party contributes the Remaining Amount (assuming full funding of the Credit Facility), within 15 days of the occurrence of OC Debt Default, and no advances will be made until the Remaining Amount has been received;
(iii) The Borrower provides a replacement for OC of investment grade credit quality which commits to provide the Remaining Amount (assuming full funding of the Credit Facility), or otherwise provides a letter of credit or standby commitment to provide such Remaining Amount acceptable to the Administrative Agent and the Required Lenders; or
(iv) The ratio of (a) Total Debt (as of the end of a fiscal quarter) to (b)) EBITDA for that fiscal quarter multiplied by four, is no greater than 8 to 1, and the Borrower continues to meet that ratio at the end of each succeeding fiscal quarter. then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice to the Borrower, (ci) declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that upon occurrence of an Event of Default under subsection (e) above, (A) within thirty the obligation of each Lender to make Advances shall automatically be terminated and (30B) days after written the Notes, all such interest and all such amounts shall automatically become and be due and payable, without notice, presentment, demand, notice of such failure has been given dishonor, notice of acceleration, notice of intent to the Borrowers accelerate, protest or any notice or other formalities of any kind, all of which are hereby expressly waived by the Banks;Borrower.
Appears in 1 contract
Sources: Loan Agreement (Omnipoint Corp \De\)
Events of Default and Acceleration. If Upon occurrence and ------------- ---------------------------------- during the continuance of any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur:events,
(a) if the Borrowers Borrower shall fail to pay any principal of the Loans, any fee, any interest on the Loans or any other Obligations or any other sum hereunder or under any of the other Loan Documents to which it is a party, in any such case when the same shall become due and payable, whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;; or
(b) if the Borrowers Borrower shall fail to pay perform or observe any Reimbursement Obligationterm, interestcovenant or agreement contained in Article VII or (S)(S) 6.01, fees 6.03, 6.04(c), ----------- --------------------------- 6.04(d), 6.08, 6.09, 6.12, 6.13(i), 6.14, 6.15, 6.16, 6.17 or 7.06; ------------------------------------------------------------------ provided that the Borrower shall have the right to comply with the -------- covenants contained in (S)(S) 6.14(a) and (c) for any one or more fiscal -------------- --- quarters, and in (S)(S) 6.14(b) and (d) for any two fiscal quarters per -------------- --- covenant, by providing, prior to the delivery of the financial statement or other amounts owing hereunder within five report to the Administrative Agent disclosing the existence of such default, additional cash equity to the extent that if such equity were included in Gross Revenue, EBITDA or OCF, the Borrower would be in compliance with (5S)(S) Business Days after 6.14(a), (b) (c) and (d), as the same shall become due and payable whether at the Maturity Date case may be; or any accelerated date of maturity or at any other date fixed for payment;-------------------------------
(c) if the Borrowers shall fail to comply with the covenants contained in (S)(S)6.1, 6.3, 6.4, 6.5, 6.7, 6.13, 6.14, 6.16, 6.18, 7 or 8 hereof;
(d) if the Borrowers any Loan Party shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in subsections this (S) 10.01) and such failure shall --------- continue for a period of ***** days; or
(d) any representation or warranty made by any Loan Party or any of its Subsidiaries (or any of its officers) under this Agreement or any of the other Loan Documents or in any certificate, statement, document or instrument delivered pursuant to or in connection with this Agreement or any Loan Document shall not be correct in any material respect upon the date when made or confirmed or deemed to have been made, confirmed or repeated; or
(e) any Loan Party or Partner of the Borrower shall
(i) make an assignment for the benefit of creditors, or
(ii) generally not pay its debts as such debts become due or admit in writing its inability to generally pay or generally fail to pay its debts as they mature or become due, or -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(iii) petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Loan Party or any such shareholder or of any substantial part of the assets of any Loan Party or any such shareholder, or
(iv) shall commence any case or other proceeding relating to any Loan Party or any such shareholder under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction providing for the relief of debtors, now or hereafter in effect, or
(v) shall take any action to authorize or in furtherance of any of the foregoing, or any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Loan Party or any such shareholder and such Loan Party or shareholder shall indicate its approval thereof, consent thereto or acquiescence therein or shall not be able to have such proceeding dismissed within 30 days thereof or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any such shareholder shall take any corporate action to authorize any of the actions above in this subsection (e); or
(f) the Borrower or any of its License Subsidiaries or any Guarantor or other Loan Party other than OC and DEC shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Indebtedness (other than Indebtedness owing to the FCC) that is outstanding in an aggregate principal amount of at least ***** when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or
(g) any judgment or order for the payment of money in excess of ***** (excluding any portion thereof that an insurance company of recognized standing and creditworthiness has agreed to pay), or any material non-monetary judgment or order, shall be rendered against the Borrower and either -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(h) any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, or in equity or other suit or legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Loan Party or any of its or their stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents, is illegal, invalid or unenforceable in accordance with the terms thereof; or
(i) with respect to any Guaranteed Pension Plan, an ERISA Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding ***** and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; or appointed a trustee to administer or liquidate any plan; or
(j) the Borrower or any of its Subsidiaries, or the Partners shall be the subject of writs of attachment or garnishment and the like (a) relating to Collateral which in the judgment of the Required Lenders is subject to imminent execution or levy thereon, or (b) that might have a Material Adverse Effect and that are unstayed for a period of 30 consecutive days or any such attachment shall not have been bonded over within 30 days of the entry thereof; or
(k) the FCC or any other Governmental Body shall cancel, revoke, suspend or fail to renew any FCC License held by any License Subsidiary relating to any right held by any Subsidiary to provide PCS services to any POPs included in any Designated BTA, in either case for which the cancellation, revocation, suspension or failure to renew the FCC License relating to any Designated BTA. -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(l) the FCC or any other Governmental Body shall commence any proceeding to cancel, revoke or suspend any FCC License held by any License Subsidiary relating to BTAs described in clause (k) above, which proceeding has not been stayed or enjoined within five Business Days after the commencement of any such proceeding, or
(m) any License Subsidiary or any of its Affiliates shall fail to pay any amount when due of FCC Debt owed by such License Subsidiary or Affiliate or shall otherwise default on such Indebtedness, if such failure to pay or default constitutes or would with the passage of time constitute a default under any Indebtedness owing to the FCC in respect of any FCC Licenses in respect of a Designated BTA; or
(n) the Administrative Agent shall cease to have a valid and perfected first-priority Lien on any Collateral securing any Loan Party's obligations under any Loan Document, or any Loan Party shall so assert (subject, however, to Permitted Liens entitled to priority in accordance with the terms of the Loan Documents); or
(o) at any time any of the following shall occur:
(i) there occurs a Change in Control;
(ii) any Person (other than Nortel and its Affiliates) engaged in, or having an Affiliate engaged in, the business of manufacturing, selling or distributing telecommunications equipment shall own, directly or indirectly, legally or beneficially, more than ***** of the Voting Stock of the Borrower then outstanding; or
(iii) all of each series and class of issued and outstanding shares or units of Stock of the Borrower and each of its Subsidiaries shall cease to be pledged as security for the obligations of the Borrower, the other Loan Parties and their respective Subsidiaries hereunder and under the other Loan Documents; or
(p) there shall occur in the judgment of the Required Lenders a Material Adverse Effect; or
(q) the Borrower, the Partners or any Subsidiary shall default, after any applicable grace period, under any equipment-acquisition agreement (other than the Volume Purchase Agreement) providing for the purchase of more than ***** in aggregate purchase price of equipment or other goods, from any Person, or such Person shall so allege in writing; -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(r) there shall occur an event or circumstance which constitutes a default or an event of default under any other Loan Document or Collateral Document or any other agreement included in the Collateral, provided that ------------- any requirement for the giving of notice, the lapse of time, or both, or any other circumstance, has been satisfied;
(s) there shall occur a Grandparent Debt Default unless:
(i) the Maximum Amount, as defined in the Capital Contribution Agreement, has already been contributed to the Borrower;
(ii) OC, DEC, an Affiliate or a third party contributes the Remaining Amount, within ***** days of the occurrence of a Grandparent Debt Default, and no advances will be made until the Remaining Amount has been received;
(iii) The Borrower provides a replacement for whichever of OC or DEC or both is in default of investment grade credit quality which commits to provide the Remaining Amount, or otherwise provides a letter of credit or standby commitment to provide such Remaining Amount acceptable to the Administrative Agent and the Required Lenders; or
(iv) The Commitment Termination Date shall have occurred and the ratio of (a) Total Debt (as of the end of a fiscal quarter) to (b) EBITDA for that fiscal quarter multiplied by four, is no greater than ***** and the Borrower continues to meet that ratio at the end of each succeeding fiscal quarter, then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice to the Borrower, (b)i) declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that upon occurrence of an Event of Default under subsection (e) above, -------- (A) the obligation of each Lender to make Advances shall automatically be terminated and (cB) above) within thirty (30) days after written the Notes, all such interest and all such amounts shall automatically become and be due and payable, without notice, presentment, demand, notice of such failure dishonor, notice of acceleration, notice of intent to accelerate, protest or any notice or other formalities of any kind, all of which are hereby expressly waived by the Borrower. -------------------------------------------------------------------------------- ***** Certain information on this page has been given omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Borrowers by the Banks;omitted portions.
Appears in 1 contract
Events of Default and Acceleration. If Upon occurrence and during the continuance of any of the following ------ -- ------- --- ------------ events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur:events,
(a) if the Borrowers Borrower shall fail to pay any principal of the Loans, any fee, any interest on the Loans or any other Obligations or any other sum hereunder or under any of the other Loan Documents to which it is a party, in any such case when the same shall become due and payable, whether at the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;; or
(b) if the Borrowers Borrower shall fail to pay perform or observe any Reimbursement Obligationterm, interestcovenant or agreement contained in Article VII or Sections 6.01, fees 6.03, 6.04(c), 6.04(d), 6.08, 6.09, 6.12, 6.13(i), 6.14, 6.15, 6.16, 6.17 or other amounts owing hereunder within five (5) Business Days after 6.22; provided that the same Borrower shall become due and payable whether at have the Maturity Date or any accelerated date of maturity or at any other date fixed for payment;
(c) if the Borrowers shall fail right to comply with the covenants contained in Sections 6.14(a) and (S)(S)6.1c) for any one or more fiscal quarters, 6.3, 6.4, 6.5, 6.7, 6.13, 6.14, 6.16, 6.18, 7 or 8 hereof;
and in Sections 6.14(b) and (d) for any two fiscal quarters per covenant, by providing, prior to the delivery of the financial statement or other report to the Administrative Agent disclosing the existence of such default, additional cash equity to the extent that if such equity were included in Gross Revenue, EBITDA or OCF, the Borrowers Borrower would be in compliance with Sections 6.14(a), (b) (c) and (d), as the case may be; or
(c) any Loan Party shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in subsections this Section 10.01) and such failure shall continue for a period of 30 days; or
(d) any representation or warranty made by any Loan Party or any of its Subsidiaries (or any of its officers) under this Agreement or any of the other Loan Documents or in any certificate, statement, document or instrument delivered pursuant to or in connection with this Agreement or any Loan Document shall not be correct in any material respect upon the date when made or confirmed or deemed to have been made, confirmed or repeated; or
(e) any Loan Party or shareholder of the Borrower shall
(i) make an assignment for the benefit of creditors, or
(ii) generally not pay its debts as such debts become due or admit in writing its inability to generally pay or generally fail to
(iii) petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Loan Party or any such shareholder or of any substantial part of the assets of any Loan Party or any such shareholder, or
(iv) shall commence any case or other proceeding relating to any Loan Party or any such shareholder under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction providing for the relief of debtors, now or hereafter in effect, or
(v) shall take any action to authorize or in furtherance of any of the foregoing, or any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Loan Party or any such shareholder and such Loan Party or shareholder shall indicate its approval thereof, consent thereto or acquiescence therein or shall not be able to have such proceeding dismissed within 30 days thereof or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any such shareholder shall take any corporate action to authorize any of the actions above in this subsection (e); or
(f) the Borrower or any of its License Subsidiaries or any Guarantor or other Loan Party other than OC shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Indebtedness (other than Indebtedness owing to the FCC) that is outstanding in an aggregate principal amount of at least $3,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or
(g) any judgment or order for the payment of money in excess of $1,000,000 (excluding any portion thereof that an insurance company of recognized standing and creditworthiness has agreed to pay), or any material non-monetary judgment or order, shall be rendered against the Borrower and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(h) any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior 127 written agreement, consent or approval of the Lenders, or any action at law, or in equity or other suit or legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Loan Party or any of its or their stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents, is illegal, invalid or unenforceable in accordance with the terms thereof; or
(i) with respect to any Guaranteed Pension Plan, an ERISA Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $250,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; or appointed a trustee to administer or liquidate any plan; or
(j) the Borrower or any of its Subsidiaries, or the Parent shall be the subject of writs of attachment or garnishment and the like (a) relating to Collateral which in the judgment of the Required Lenders is subject to imminent execution or levy thereon, or (b) that might have a Material Adverse Effect and that are unstayed for a period of 30 consecutive days or any such attachment shall not have been bonded over within 30 days of the entry thereof; or
(k) the FCC or any other Governmental Body shall cancel, revoke, suspend or fail to renew any FCC License held by any License Subsidiary relating to any right held by any Subsidiary to provide PCS services to any POPs included in any Designated BTA, in either case for which the cancellation, revocation, suspension or failure to renew the FCC License relating to any Designated BTA.
(l) the FCC or any other Governmental Body shall commence any proceeding to cancel, revoke or suspend any FCC License held by any License Subsidiary relating to BTAs described in clause (k) above, which proceeding has not been stayed or enjoined within five Business Days after the commencement of any such proceeding, or
(m) any License Subsidiary or any of its Affiliates shall fail to pay any amount when due FCC Debt or shall otherwise default on such Indebtedness, if such failure to pay or default constitutes or would with the passage of time constitute a default under any Indebtedness owing to the FCC in respect of any other FCC Licenses in respect of a Designated BTA; or
(n) any License Subsidiary shall fail to pay when due amounts owing to the FCC relating to BTAs described in clause (k) above unless (i) such failure to pay can reasonably be expected, in the reasonable judgment of the Required Lenders, not to result in any cancellation, revocation or suspension of such FCC License or (ii) the Borrower has obtained a stay or injunction against any action by the FCC to cancel, revoke or suspend such FCC License notwithstanding such failure to pay and such injunction or stay shall then be in effect; or
(o) the Collateral Agent shall cease to have a valid and perfected first-priority Lien on any Collateral securing any Loan Party's obligations under any Loan Document, or any Loan Party shall so assert (subject, however, to Permitted Liens entitled to priority in accordance with the terms of the Loan Documents); or
(p) at any time any of the following shall occur:
(i) there occurs a Change in Control;
(ii) any Person (other than Nortel and its Affiliates) engaged in, or having an Affiliate engaged in, the business of manufacturing, selling or distributing telecommunications equipment shall own, directly or indirectly, legally or beneficially, more than [*] of the Voting Stock of the Borrower then outstanding; or
(iii) all of each series and class of issued and outstanding shares or units of Stock of the Borrower and each of its Subsidiaries shall cease to be pledged as security for the obligations of the Borrower, the other Loan Parties and their respective Subsidiaries hereunder and under the other Loan Documents; or
(q) there shall occur in the judgment of the Required Lenders any change in the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party that could reasonably be expected to have a material adverse effect on the ability of such Loan Party to perform its obligations under the Loan Documents to which it is a party; or
(r) [*]
(s) there shall occur an event or circumstance which constitutes a default or an event of default under any other Loan Document or Collateral Document or any other --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC agreement included in the Collateral, provided that any requirement for the giving of notice, the lapse of time, or both, or any other circumstance, has been satisfied;
(t) there shall occur an OC Debt Default unless:
(i) the [*], as defined in the [*], has already been contributed to the Borrower;
(ii) OC, an Affiliate or a third party contributes the [*], within [*] days of the occurrence of OC Debt Default, and no advances will be made until the Remaining Amount has been received;
(iii) The Borrower provides a replacement for OC of investment grade credit quality which commits to provide the [*], or otherwise provides a letter of credit or standby commitment to provide such [*] acceptable to the Administrative Agent and the Required Lenders; or
(iv) The ratio of (a) Total Debt (as of the end of a fiscal quarter) to (b)) EBITDA for that fiscal quarter multiplied by four, is no greater than [*] and the Borrower continues to meet that ratio at the end of each succeeding fiscal quarter. then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice to the Borrower, (ci) declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that upon occurrence of an Event of Default under subsection (e) above, (A) within thirty the obligation of each Lender to make Advances shall automatically be terminated and (30B) days after written the Notes, all such interest and all such amounts shall automatically become and be due and payable, without notice, presentment, demand, notice of such failure has been given dishonor, notice of acceleration, notice of intent to the Borrowers accelerate, protest or any notice or other formalities of any kind, all of which are hereby expressly waived by the Banks;Borrower. --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC 130
Appears in 1 contract
Sources: Loan Agreement (Omnipoint Corp \De\)