Events of. Each of the following shall constitute an "Event of Default": (i) The Borrower shall fail to pay when due any principal of any Loan or any reimbursement obligation arising from a drawing under a Letter of Credit, or (ii) the Borrower shall fail to pay when due any interest on any Loan, or any Loan Party shall fail to pay when due any other amount payable under any Loan Document and any such default specified in this clause (ii) shall continue for five or more days. (b) Any representation, warranty, certification, or statement made or deemed made by any Loan Party (or any of its officers) in any Loan Document or in any certificate, financial statement, or other document delivered pursuant thereto shall be false, misleading, or incorrect in any material respect when made or deemed made. (c) The Borrower shall fail to perform, observe, or comply with any covenant, agreement, or term contained in Section 6.01 of this Agreement; or any Loan Party shall fail to perform, observe, or comply with any other covenant, agreement, or term contained in any Loan Document (other than a failure covered elsewhere in this Section 7.01) and such failure shall continue for a period of thirty (30) days after notice thereof to such Loan Party by the Bank. (d) Any Loan Party or any Subsidiary shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due. (e) Any voluntary or involuntary proceeding under any Debtor Relief Law shall be commenced by or against any Loan Party or any Subsidiary or any of their respective assets, and if an involuntary proceeding is commenced, such proceeding shall not be dismissed within thirty (30) days after the commencement thereof. (f) Any Loan Party or any Subsidiary shall fail to pay when due any principal of or interest on any indebtedness for borrowed money (other than the Note) having an outstanding principal amount greater than $5,000,000, whether as principal obligor, guarantor, or otherwise, or the maturity of any such indebtedness shall have been accelerated, or any event shall have occurred that permits (or, with the giving of notice or lapse of time or both, would permit) any holder or holders of such indebtedness or any Person acting on behalf of such holder or holders to accelerate the maturity thereof. (g) Any judgment or order for the payment of money in excess of $500,000 shall be rendered against any Loan Party or any Subsidiary 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 10 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. (h) Any Loan Party shall dissolve, liquidate, or terminate its legal existence or shall convey, transfer, lease, or dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to any Person. (i) IMC Global Inc. shall at any time fail to (A) own, directly or indirectly, at least 50% of the capital interests in the Borrower, (B) own, directly or indirectly, at least 50% of the capital stock or capital interests in the corporate managing partner of the Borrower, or (C) appoint and control, directly or indirectly, at least 50% of the members of the Policy Committee (or other governing body) of the Borrower. (j) Any event or condition shall occur that could reasonably be expected to have a Material Adverse Effect.
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Sources: Credit Agreement (Imc Global Inc)
Events of. Each DEFAULT If any of the following events shall constitute an "Event of Default":
occur and be continuing: (i) The Borrower shall fail to pay when due any principal of any Loan or any reimbursement obligation arising from a drawing under a Letter of Credit, or (iia) the Borrower shall fail to pay any principal of any Term Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Term Loan, or any Loan Party shall fail to pay when due any other amount payable hereunder or under any Loan Document and other Credit Document, within three days after any such default specified interest or other amount becomes due in this clause (ii) shall continue for five accordance with the terms hereof; or more days.
(b) Any representation, warranty, certification, any representation or statement warranty made or deemed made by any Loan Credit Party (herein or any of its officers) in any Loan other Credit Document or that is contained in any certificate, document or financial statement, or other document delivered pursuant thereto statement furnished by it at any time under or in connection with this Agreement or any such other Credit Document shall be false, misleading, or incorrect prove to have been inaccurate in any material respect when on or as of the date made or deemed made.
; or (c) The Borrower any Credit Party shall fail to perform, observe, default in the observance or comply with performance of any covenant, agreement, or term agreement contained in Section 6.01 5.4(a), Section 5.6(a), Section 5.9 or Section 6 of this Agreement; or provided, that in the case of any Loan Party shall fail default under Section 5.9 arising from a failure to perform, observe, or comply with any provision of Article 5 of the Borrower's Certificate of Incorporation, such default shall continue unremedied for a period of 15 days after the Borrower knows or should have known of such default; or (d) any Credit Party shall default in the observance or performance of any other covenant, agreement, or term agreement contained in this Agreement or any Loan other Credit Document (other than a failure covered elsewhere as provided in paragraphs (a) through (c) of this Section 7.01) Section), and such failure default shall continue unremedied for a period of thirty (30) 30 days after notice thereof to such Loan Party by the Bank.
Borrower from the Administrative Agent; or (de) Any Loan Party any "Event of Default" shall have occurred and be continuing under any of the Financing Documents or any Project Loss Event shall have occurred with respect to any Project; provided that no such "Event of Default" under the Financing Documents of any Non-Primary Significant Subsidiary or Project Loss Event with respect to any Non-Primary Project shall constitute an Event of Default under this clause (e) unless there is also in existence either (x) such an "Event of Default" under the Financing Documents of the other Non-Primary Significant Subsidiary or Project Loss Event with respect to the other Non-Primary Project or (y) a default of any of the types described below in clause (f), (m) or (n) of this Section 7 with respect to the other Non-Primary Significant Subsidiary or other Non-Primary Project, as the case may be; or (f) the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary of the Borrower shall (i) default in making any payment of any principal of any Indebtedness (excluding the Term Loans) on the scheduled or original due date with respect thereto after giving effect to all grace periods, if any, in respect thereof provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided that no default described above with respect to any Non-Primary Significant Subsidiary shall constitute an Event of Default under this clause (f) unless there is also in existence either (x) a default described above in this clause (f) or in clause (m) or (n) of this Section 7 with respect to the other Non-Primary Significant Subsidiary or other Non-Primary Project, as the case may be, or (y) an "Event of Default" under the Financing Documents of the other Non-Primary Significant Subsidiary or a Project Loss Event with respect to the Non-Primary Project of such other Non-Primary Significant Subsidiary; or (g) (i) the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary of the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower, any Significant Subsidiary Holding Company or any Significant Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, or be generally unable to, pay its debts as such debts they become due.
; or (eh) Any voluntary (i) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or involuntary proceeding under Section 4975 of the Code) involving any Debtor Relief Law Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be commenced by appointed, to administer or against to terminate, any Loan Party Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Subsidiary or any of their respective assets, and if an involuntary proceeding is commenced, such proceeding shall not be dismissed within thirty (30) days after the commencement thereof.
(f) Any Loan Party or any Subsidiary shall fail to pay when due any principal of or interest on any indebtedness for borrowed money (other than the Note) having an outstanding principal amount greater than $5,000,000, whether as principal obligor, guarantorCommonly Controlled Entity shall, or otherwisein the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the maturity Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to result in a Material Adverse Change; or (i) Cogentrix Energy shall cease to own and control, of record and beneficially, directly or indirectly through one or more Wholly Owned Subsidiaries, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Security Documents); or (j) any such indebtedness of the Security Documents shall have been acceleratedcease, for any reason, to be in full force and effect, or any event Credit Party shall have occurred that permits (orso assert, with the giving of notice or lapse of time or both, would permit) any holder or holders of such indebtedness or any Person acting on behalf Lien created by any of such holder the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or holders to accelerate the maturity thereof.
(gk) Any judgment or order for the payment of money in excess of $500,000 shall be rendered against any Loan Party or any Subsidiary and either (i) enforcement proceedings one or more judgments or decrees shall be entered against any Significant Subsidiary involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $3,000,000 or more, and all such judgments or decrees shall not have been commenced by any creditor upon such judgment vacated, discharged, stayed or order bonded pending appeal within 60 days from the entry thereof; or (ii) there one or more judgments or decrees shall be entered against the Borrower, any period Significant Subsidiary Holding Company or any Subsidiary of 10 consecutive days during the Borrower (excluding the Significant Subsidiaries) involving in the aggregate a liability (not paid or fully covered by insurance as to which a stay the relevant insurance company has acknowledged coverage) of enforcement of $250,000 or more, and all such judgment judgments or orderdecrees shall not have been vacated, by reason of a discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or otherwise, (l) the Borrower shall not be in effect.
(h) Any Loan Party shall dissolve, liquidate, or terminate its legal existence or shall convey, transfer, lease, or dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to any Person.
(i) IMC Global Inc. shall at any time fail to (A) own, directly or indirectly, at least 50% any of its interests in any Significant Subsidiary Holding Company or any Significant Subsidiary; or (m) any Significant Subsidiary shall fail to perform or observe in any material respect the terms or conditions of any Project Document to which it is a party or shall materially breach or otherwise be in default under any such Project Document and such failure, breach or default shall not be remediable or, if remediable, shall (x) continue unremedied after the last day of the capital interests applicable cure period, if any, set forth in the Borrowerapplicable Project Document or (y) not be waived (if applicable, in accordance with this Agreement) by the appropriate party; provided, however, that any such failure, breach or default by a Significant Subsidiary shall not constitute an Event of Default under this Section 7(m) so long as such failure, breach or default (A) could not reasonably be expected to result in Material Adverse Change, (B) own, directly or indirectly, at least 50% of the capital stock or capital interests in the corporate managing partner of the Borrower, or (C) appoint and control, directly or indirectly, at least 50% of the members of the Policy Committee (or other governing body) of the Borrower.
(j) Any event or condition shall occur that has not caused nor could it reasonably be expected to have cause the termination of any contract for the sale of any Project's electrical output and (C) has not caused nor could it reasonably be expected to cause any Project (other than the Northampton Project) to fail to be a Qualifying Facility at any time; and, provided further, that no such failure, breach or default described above with respect to a Non-Primary Significant Subsidiary shall constitute an Event of Default under this clause (m) unless there is also in existence either (x) a default described above in this clause (m) or in clause (f) or (n) of this Section 7 with respect to the other Non-Primary Significant Subsidiary or other Non-Primary Project, as the case may be, or (y) an "Event of Default" under the Financing Documents of the other Non-Primary Significant Subsidiary or a Project Loss Event with respect to the Non-Primary Project of such other Non-Primary Significant Subsidiary; or (n) (i) if any material provision of any Project Document shall at any time for any reason cease to be valid and binding or in full force and effect; or (ii) if any material provision of any Project Document shall be declared to be null and void or the validity or enforceability thereof shall be contested by any party thereto or any Governmental Authority; or (iii) any counterparty to any Project Document shall deny that it has any further liability or obligation under any Project Document to which it is a party, except upon fulfillment of its obligations thereunder; provided, however, that any such event described in clause (i), (ii) or (iii) above shall not constitute an Event of Default under this Section 7(n) so long as such event (A) could not reasonably be expected to result in a Material Adverse EffectChange (B) has not caused nor could it reasonably be expected to cause the termination of any contract for the sale of any Project's electrical output and (C) has not caused nor could it reasonably be expected to cause any Project (other than the Northampton Project) to fail to be a Qualifying Facility at any time; and, provided further, that no such event described in clause (i), (ii) or (iii) above described above with respect to any Non-Primary Significant Subsidiary shall constitute an Event of Default under this clause (n) unless there is also in existence either (x) a default described above in this clause (n) or in clause (f) or (m) of this Section 7 with respect to the other Non-Primary Significant Subsidiary or other Non-Primary Project, as the case may be, or (y) an "Event of Default" under the Financing Documents of the other Non-Primary Significant Subsidiary or a Project Loss Event with respect to the Non-Primary Project of such other Non-Primary Significant Subsidiary; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to the Borrower, automatically the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Credit Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Credit Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.
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Events of. Each DEFAULT If any of the following events shall constitute an "Event of Default"occur and be continuing:
(i) The Borrower shall fail to pay when due any principal of any Loan or any reimbursement obligation arising from a drawing under a Letter of Credit, or (iia) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or any Loan Party shall fail to pay when due any other amount payable hereunder or under any other Loan Document and Document, within five Business Days after any such default specified interest or other amount becomes due in this clause (ii) shall continue for five accordance with the terms hereof; or more days.
(b) Any representation, warranty, certification, any representation or statement warranty made or deemed made by any Loan Party (herein or any of its officers) in any other Loan Document or that is contained in any certificate, document or financial statement, or other document delivered pursuant thereto statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall be false, misleading, or incorrect prove to have been inaccurate in any material respect when on or as of the date made or deemed made.
; or (c) The Borrower any Loan Party shall fail to perform, observe, default in the observance or comply with performance of any covenant, agreement, or term agreement contained in clause (i) or (ii) of Section 6.01 6.4(a) (with respect to the Borrower only), Section 6.7(a) or Section 7 of this Agreement; or (d) any Loan Party shall fail to perform, observe, default in the observance or comply with performance of any other covenant, agreement, or term agreement contained in this Agreement or any other Loan Document (other than a failure covered elsewhere as provided in paragraphs (a) through (c) of this Section 7.01) 8), and such failure default shall continue unremedied for a period of thirty (30) 30 days after written notice thereof to such Loan Party by the Bank.
(d) Any Loan Party Borrower from the Administrative Agent or any Subsidiary shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due.the Required Lenders; or
(e) Any voluntary or involuntary proceeding under any Debtor Relief Law Group Member shall be commenced by or against (i) default in making any Loan Party or any Subsidiary or any payment of their respective assets, and if an involuntary proceeding is commenced, such proceeding shall not be dismissed within thirty (30) days after the commencement thereof.
(f) Any Loan Party or any Subsidiary shall fail to pay when due any principal of any Material Indebtedness (including any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any indebtedness for borrowed money such Material Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created; (iii) other than with respect to Indebtedness outstanding under the Note) ABL Credit Agreement, default in the observance or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, the effect of which default is to cause (with all applicable grace periods having an outstanding principal amount greater than $5,000,000, whether as principal obligor, guarantorexpired), or otherwise, to permit the holder or the maturity beneficiary of any such indebtedness shall have been accelerated, Indebtedness (or any event shall have occurred that permits a trustee or agent on behalf of such holder or beneficiary) to cause (orwith all applicable grace periods having expired), with the giving of notice if required, such Material Indebtedness to become due prior to its stated maturity or lapse (in the case of time any such Indebtedness constituting a Guarantee Obligation) to become payable (provided that this clause (iii) shall not apply to any Indebtedness that becomes due as a result of a refinancing in full thereof as permitted by the terms of this Agreement); or both(iv) with respect to Indebtedness outstanding under the ABL Credit Agreement, would permitdefault in the observance or performance of any other agreement or condition relating to such Indebtedness or contained in any ABL Loan Document, the effect of which default is to cause (with all applicable grace periods having expired), or to permit the ABL Administrative Agent or the lenders under the ABL Credit Agreement to cause (with all applicable grace periods having expired), with the giving of notice if required, the ABL Loans to become due prior to their stated maturity and/or the ABL Commitments to terminate prior to their stated termination date (provided that, in the case of this clause (iv), such default shall not constitute an Event of Default hereunder unless (1) any holder or the holders of the ABL Loans cause the ABL Loans to become due prior to their stated maturity (and such indebtedness acceleration has not been rescinded) and/or the ABL Commitments to terminate prior to their stated termination date or any Person acting on behalf (2) the ABL Administrative Agent and/or the lenders under the ABL Credit Agreement exercise secured creditor remedies as a result of such holder default); or holders to accelerate the maturity thereof.91 509265-2041-Active.31278172.28
(g) Any judgment or order for the payment of money in excess of $500,000 shall be rendered against any Loan Party or any Subsidiary and either (i) enforcement proceedings the Borrower or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have been commenced by an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any creditor upon such judgment or order substantial part of its assets; or (ii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 10 60 consecutive days during which a stay of enforcement of such judgment days; or order(iii) there shall be commenced against the Borrower or any Material Subsidiary any case, by reason proceeding or other action seeking issuance of a pending appeal warrant of attachment, execution, distraint or otherwise, shall not be in effect.
(h) Any Loan Party shall dissolve, liquidate, or terminate its legal existence or shall convey, transfer, lease, or dispose of (whether in one transaction or a series of transactions) similar process against all or substantially all any substantial part of its assets to any Person.
(i) IMC Global Inc. shall at any time fail to (A) own, directly or indirectly, at least 50% of the capital interests that results in the Borrowerentry of an order for any such relief that shall not have been vacated, (B) own, directly or indirectly, at least 50% of the capital stock or capital interests in the corporate managing partner of the Borrowerdischarged, or (C) appoint and control, directly stayed or indirectly, at least 50% of bonded pending appeal within 60 days from the members of the Policy Committee (or other governing body) of the Borrower.
(j) Any event or condition shall occur that could reasonably be expected to have a Material Adverse Effect.entry thereof; or
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