Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding: (a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days). (b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made. (c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
Appears in 2 contracts
Sources: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business DaysDays after notice thereof by the Administrative Agent to Borrower).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Any Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (fSection 5.01(g) or (j) of h), Section 5.01, clause (a) of Section 5.02 5.08 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or
Appears in 2 contracts
Sources: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:.
(a) The Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.10 2.11 or of any other previously invoiced amount (other than an amount described referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days)Document.
(b) Any representation or warranty of the Borrower CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (ji) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the BorrowerCCSC’s corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Crown Cork & Seal Co Inc), Credit Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”"EVENT OF DEFAULT", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”"EVENT OF TERMINATION", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s 's corporate existence) or Article VI.
(d) The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $10.0 million individually or in the aggregate shall be rendered against the Borrower or any of their Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or substantially all of its property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, PROVIDED that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party and, if any such case or proceeding is not commenced by any Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; PROVIDED that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) for the purpose of effecting any of the foregoing.
(j) The obligations of any Loan Party under the Guarantee Agreement shall cease to be in full force and effect (except in accordance with its terms) or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Security Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions relating to the Convertible Notes or any other Subordinated Debt (the "SUBORDINATION PROVISIONS") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Sources: Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Table of Contents Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:.
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (jl) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
Appears in 1 contract
Sources: Credit Agreement (Constar Inc)
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding:.
(a) The Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.10 2.11 or of any other previously invoiced amount (other than an amount described referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days)Document.
(b) Any representation or warranty of the Borrower CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (ji) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s CCSC's corporate existence) or Article VI.
(d) CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply -------- to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in -------- any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Datescheduled principal payment date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount required to be paid under the Loan Documents (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Daysfive days).
(b) Any representation or warranty of the Borrower Borrower, the Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower Borrower, the Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (ef), (fg), (k) or (jl) of Section 5.01, clause (a) of Section 5.02 5.08 (with respect to the maintenance and preservation of the Parent Guarantor’s or the Borrower’s corporate existence), Section 5.13 or Article VI or the Fee Letter.
(d) The Borrower, the Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $15.0 million (other than amounts covered by (x) insurance for which the insurer thereof has been notified of such claim and has not challenged such coverage or (y) valid third party indemnifications for which the indemnifying party thereof has been notified of such claim and has not challenged such indemnification) individually or in the aggregate shall be rendered by a court or Governmental Authority against the Borrower, the Parent Guarantor or any of their Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed; or
(ii) there shall be any period (after any applicable statutory grace 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.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably be expected to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower, the Parent Guarantor or any of their Significant Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower, the Parent Guarantor or any such Significant Subsidiary and, if any such case or proceeding is not commenced by the Borrower, the Parent Guarantor or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower, the Parent Guarantor such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing any of the foregoing.
(j) The obligations of the Parent Guarantor under the Guarantee Agreement or of any Subsidiary Loan Party under the Guarantee Agreement shall cease to be in full force and effect or the Parent Guarantor or any such Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions in any Permitted Kansas Bond Financing document, to the extent relating to the Obligations (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower, the Parent Guarantor or any Subsidiary Loan Party shall assert in writing the invalidity of the Subordination Provisions.
(m) The earlier of (a) 90 days after the discontinuance of the 787 Program such that less than 500 shipsets will be delivered to the Seller pursuant to such program (such discontinuance, a “787 Discontinuance”), which discontinuance is uncured during such 90 day period, and (b) the first date on which (x) the Borrower or its Subsidiaries repays any 787 Program advance payments in cash (but excluding repayments that continue to be made through delivery of 787 shipsets) or Article VI(y) the Seller exercises any right of setoff after such 787 Discontinuance but before the last shipset ordered by the Seller has been delivered, in each case, pursuant to a 787 Discontinuance, whether or not the 90 day period described in clause (a) above has elapsed; provided, however, for purposes of the Events of Default described in clauses (a) and (b)(x) of this clause (m), such events shall be Events of Default only if, either immediately upon the occurrence, or as of any quarterly period during the continuation, of such 787 Discontinuance, the Borrower is not in compliance with the Covenant Leverage Ratio financial covenant, as recalculated for purposes of Section 6.13.
(n) [Reserved].
(o) The payment of any rent by any Loan Party or Subsidiary of any Loan Party under the IRB Agreements for use of the IRB Assets shall be required, or title of ownership does not get transferred in accordance with the IRB Agreements to Borrower in respect of Non-Qualifying Assets free and clear of Liens as and to the extent required in the IRB Agreements.
(p) The Lien purported to be created under IRB Pledge Agreement shall fail or cease to be a valid and perfected Lien on the Transferred Asset Ownership Class of interests of the Boeing Trust.
(q) The IRB Assets or any material portion thereof are not transferred to the Borrower as, when and to the extent contemplated by the IRB Agreements.
(r) [Reserved] (s) (x) There occurs an “Event of Default” within the meaning of Section 13.1 of the GTA or Section 8.1 of the 787 GTA or (y) during any Fiscal Year the Borrower and/or any Subsidiary Loan Party is required to transfer Property to Seller in accordance with Section 14.0 (by reference to Section 13.2E) of the GTA and/or Section 10.1 (by reference to Section 8.2F) of the 787 GTA as in effect on the Original Effective Date with an aggregate fair market value in excess of $35.0 million.
Appears in 1 contract
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Parent Guarantor's or the Borrower’s 's corporate existence) or Article VI.
(d) The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall con- tinue unremedied for a period of 30 days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower, Parent Guarantor or any of their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower or any other Loan Party shall default (i) in the payment when due of any principal of any Loan (including, without limitation, including on any Installment Payment Date) or any reimbursement obligation in respect of any LC DisbursementL/C Obligation, (ii) in the payment when due of any interest on any Loan or any fees payable hereunder (and such default shall continue unremedied for a period of three five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default in the payment of any such fee or other amount shall continue unremedied for a period of three 20 Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank Collateral Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eSections 5.01(e), (f5.01(f) or (j) of Section 5.015.01(j), clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier to occur of (i) knowledge of such default by an executive officer or Financial Officer (or any other officer or similar official with responsibility for the administration of the obligations of the Borrower in respect of this Agreement) of the Borrower and (ii) written notice of such default from the Administrative Agent or any Lender to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25.0 million (to the extent not (i) paid, (ii) covered by insurance as to which such insurer has been notified of such judgment or order and has not denied coverage or (iii) covered by an indemnity by a third party as to which such Person has been notified of such judgment or order and has accepted liability for payment of such judgment or order) individually or in the aggregate shall be rendered against the Borrower or any of its Restricted Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed,
(ii) such judgment has not been bonded pending appeal, stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace 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.
(g) An ERISA Event (or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to Foreign Plans) shall have occurred that, when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change of Control shall occur.
(i) The Borrower or any Restricted Subsidiary (other than an Immaterial Restricted Subsidiary) shall
(i) fail to pay debts generally as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or such Restricted Subsidiary or substantially all of its property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Restricted Subsidiary or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Restricted Subsidiary (other than any dissolution or liquidation permitted under Section 6.03) and, if any such case or proceeding is not commenced by the Borrower or any Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or any Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) indicating its consent to, approval of, or acquiescence in, any of the foregoing.
(j) The obligations of any Loan Party under the Guarantee Agreement or any Non-U.S. Guarantee Agreement shall cease to be in full force and effect (except in accordance with the terms thereof) or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Loan Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document (if and to the extent perfection may be achieved by the taking of actions required under the Security Documents), except to the extent such failure results from (i) the gross negligence or willful misconduct of the Collateral Agent following the request of the Borrower to take actions with respect to the validity and perfection of such Liens or (ii) the loss of possessory Collateral by the Collateral Agent or the Administrative Agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements Dis- Table of Contents bursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower Borrowers shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (ef), (fg), (i) or (jk) of Section 5.01, 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) 5.02, Section 5.19 or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date written notice of such default is delivered by the Administrative Agent to the Borrower or by any Loan Party to the Administrative Agent pursuant to Section 5.01(f).
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $7.5 million individually or in the aggregate shall be rendered against Holdings or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of their Subsidiaries shall
(i) cease to be Solvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding (except to the extent permitted by Section 6.03(b)), in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of Holdings or any Subsidiary Loan Party under the Guaranty Agreement, as applicable, shall cease to be in full force and effect or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Lien on Collateral having a fair market value in excess of $5.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien, with the priority required by the applicable Security Document.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Any Borrower or any other Loan Party shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC DisbursementReimbursement Obligation, (ii) in the payment when due of any interest on any Loan or of any fees payable pursuant to Section 2.12(a) or (b) (and such default shall continue unremedied for a period of three five Business Days), or (iii) in the payment when due of any Fee fee described in Section 2.10 2.12(c) or (d) or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default in the payment of any such fee or other amount shall continue unremedied for a period of three 20 Business Days).
(b) Any representation or warranty of the any Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the any Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank Collateral Agent, the European Collateral Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Any Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eSections 5.01(f), (f5.01(g) or (j5.01(k), Section 5.02(a) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the U.S. Borrower’s corporate existence) ), Section 5.17(b), Section 5.19, Section 5.20, Section 5.21 or Article VI.
(d) Any Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier to occur of (i) knowledge of such default by an executive officer or Financial Officer (or any other officer or similar official with responsibility for the administration of the obligations of the Borrowers in respect of this Agreement) of any Borrower and (ii) written notice of such default from the Administrative Agent or any Lender to the U.S. Borrower.
(e) A default shall occur (i) in the payment when due, whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25.0 million (to the extent not (i) paid, (ii) covered by insurance as to which such insurer has been notified of such judgment or order and has not denied coverage or (iii) covered by an indemnity by a third party as to which such Person has been notified of such judgment or order and has accepted liability for payment of such judgment or order) individually or in the aggregate shall be rendered against any Borrower or any Restricted Subsidiary (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been bonded pending appeal, stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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.
(g) Any of the following events shall occur:
(i) the taking of, or failure to take, any specific actions by any Borrower or any Restricted Subsidiary or ERISA Affiliate or any other Person if, as a result of such act or omission, any Borrower or any Restricted Subsidiary or ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to result in a Material Adverse Effect or in the imposition of a Lien on any properties of the U.S. Borrower or any Restricted Subsidiary; or
(ii) an ERISA Event, or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change of Control shall occur.
(i) Any Borrower or any Restricted Subsidiary (other than an Immaterial Restricted Subsidiary) shall
(i) become insolvent or generally (and with respect to the European Loan Parties, on a persistent basis) fail to pay debts as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for such Borrower or such Restricted Subsidiary or substantially all of its property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Borrower or any Restricted Subsidiary or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Borrower hereby expressly authorizes each Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Borrower or any Restricted Subsidiary (other than any dissolution or liquidation permitted under Section 6.03) and, if any such case or proceeding is not commenced by any Borrower or any Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Borrower or any Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Borrower hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) indicating its consent to, approval of, or acquiescence in, any of the foregoing.
(j) The obligations of any Loan Party under the Guarantee Agreement or any Non-U.S. Guarantee Agreement shall cease to be in full force and effect (except in accordance with the terms thereof) or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Loan Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document, except to the extent such failure results from (i) the gross negligence or willful misconduct of the Collateral Agent or the European Collateral Agent, as applicable, following the request of the U.S. Borrower to take actions with respect to the validity and perfection of such Liens or (ii) the loss of possessory Collateral by the Collateral Agent, the European Collateral Agent or the Administrative Agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or or
(iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five Business Days).;
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or contained in any other writing or certificate written document required to be delivered pursuant to any Loan Document furnished by or on behalf of the Borrower or any other Loan Party to the Administrative any Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.;
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower Parent Guarantor or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Parent Guarantor's or the Borrower’s 's corporate existence) or Article VI.
(d) The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower, Parent Guarantor or any of their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, ,” if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, ,” if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation Reimbursement Obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any other previously invoiced amount (other than an amount described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Collateral Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Any Loan Party shall default in the due performance and observance of any of its obligations under clause (ei), (fj) or (jn) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the any Parent Guarantor’s or any Borrower’s corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or is to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50.0 million individually or in the aggregate shall be rendered against any Loan Party or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of Crown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event or noncompliance with respect to Non-U.S. Plans shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events and noncompliance with respect to Non-U.S. Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary, and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral individually or in the aggregate having a fair market value in excess of $20.0 million, with the priority required by the Intercreditor Agreements, except as a result of (i) the Collateral Agents’ failure to take any action reasonably requested by any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agents to release any Lien on any Collateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Table of Contents Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:.
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (jl) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the ag- Table of Contents gregate shall be rendered against the Borrower or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events, and noncompliance with respect to Foreign Plans, that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower or any of its Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors; Table of Contents
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any such Subsidiary and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since December 31, 2001, the occurrence of a Material Adverse Effect. Table of Contents
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit or other Secured Obligations are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit or other Secured Obligations are outstanding:
(a) The Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or or
(iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five Business Days).;
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or contained in any other writing or certificate written document required to be delivered pursuant to any Loan Document furnished by or on behalf of the Borrower or any other Loan Party to the Administrative any Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.;
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eSection 5.01(e), (f) or (j) of Section 5.015.12, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI;
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document and such default shall not have been remedied or cured within 30 days after the receipt by Borrower of written notice from the Administrative Agent of such default;
(e) A default shall occur
(i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness, or
(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) Any final judgment or final order (or combination of final judgments and final orders) for the payment of money in an amount at any time equal to or in excess of $100,000,000 individually or in the aggregate (net of any amount (x) covered by insurance by a reputable independent third-party insurer which has not denied liability or (y) covered by a third-party indemnity from a solvent third party financially capable of making such payments which has not denied liability) shall be rendered against Borrower or any of its Subsidiaries and
(i) enforcement proceedings shall have been commenced against Borrower or any of its Subsidiaries or any of their respective assets by any creditor upon such judgment or order and not stayed, or
(ii) such judgment shall not have been satisfied, stayed, vacated, bonded, pending appeal or discharged within 60 days of entry;
(g) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(h) Any Change in Control shall occur;
(i) Any Loan Party or any of their Subsidiaries (other than an Immaterial Subsidiary) shall
(i) become insolvent or generally fail to pay debts as they become due,
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors,
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents,
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents, or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing;
(j) At any time after its execution and delivery by any Loan Party, the obligations of such Loan Party under its Guarantee Agreement shall cease to be in full force and effect for reason other than in accordance with its terms or any Loan Party shall repudiate in writing its obligations thereunder other than as a result of the discharge of any such Loan Party thereunder in accordance with the terms thereof;
(k) Any Lien purported to be created under any Pledge Agreements shall fail or cease to be (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof or any other termination of such Pledge Agreements in accordance with the terms thereof), or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any substantial portion of any Collateral, with the priority required by the applicable Pledge Agreement; and
(l) The subordination provisions relating to any Permitted Subordinated Indebtedness or Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Administrative Agent or the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or or
(iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).;
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative any Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.;
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (e), (f) or (j) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI;
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document and such default shall continue unremedied for a period of 30 days after the date when Borrower obtains actual knowledge or notice of such default;
(e) A default shall occur
(i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness, or
(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25,000,000 individually or in the aggregate (net of any amount (x) covered by insurance by a reputable independent third-party insurer which has not denied liability or (y) covered by a third-party indemnity from a solvent third party financially capable of making such payments which has not denied liability) shall be rendered against Borrower or any of its Subsidiaries and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) such judgment shall not have been stayed, vacated or discharged within 60 days of entry;
(g) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(h) Any Change in Control shall occur;
(i) Any Loan Party or any of their Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due,
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors,
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents,
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Col- lateral Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents, or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing;
(j) The obligations of any Loan Party under its Guarantee Agreement shall cease to be in full force and effect or any Loan Party shall repudiate in writing its obligations thereunder;
(k) Any Lien purported to be created under any Pledge Agreements shall fail or cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Pledge Agreement; and
(l) The subordination provisions relating to any Permitted Subordinated Indebtedness or Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Administrative Agent or the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default”", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “"Event of Termination”", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Either Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Either Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eg), (fi) or (jk) of Section 5.01, 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 or Article VI, to the extent applicable to such Person.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the maintenance effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and preservation orders) for the payment of money equal to or in excess of $7.5 million individually or in the aggregate shall be rendered against any member of the Restricted Group (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of either Borrower’s .
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of their Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Partier and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate existenceor partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Loan Party under the applicable Guarantee Agreement shall cease to be in full force and effect or any such Loan Party shall repudiate its obligations thereunder or the subordination provisions of the Homebase Pledge and Guarantee Agreement shall cease to be enforceable against the Second Priority Secured Parties (as defined in the Homebase Pledge and Guarantee Agreement) or Article VIHomebase shall repudiate the subordination provisions thereof.
(k) Any Lien on Collateral having a fair market value in excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions relating to the Professional Services Fee Subordination Agreement (the "Subordination Provisions") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Homebase shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
(m) Any Acknowledgment of Limitation on Remedies shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) or any party thereto shall, directly or indirectly, disavow or contest the provisions thereof.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Texas Holdings, Inc.)
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of -------- Default”, ," if any Loans, LC Disbursements or Letters of Credit are outstanding, ------- and (ii) an “"Event of Termination”, ," if no Loans, LC Disbursements or Letters of --------------------- Credit are outstanding:
(a) The Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any other previously invoiced amount (other than an amount described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Collateral Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Any Loan Party shall default in the due performance and observance of any of its obligations under clause (ei), (fj) or (jn) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the any Parent Guarantor's or any Borrower’s 's corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25.0 million individually or in the aggregate shall be rendered against any Loan Party or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of Crown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event or noncompliance with respect to Non-U.S. Plans shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events and noncompliance with respect to Non-U.S. Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby -------- expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary, and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the Intercreditor Agreements, except as a result of (i) the Collateral Agents' failure to take any action reasonably requested by any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agents to release any Lien on any Collateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:.
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under clause (eg), (fh) or (jl) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace 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 and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events, and noncompliance with respect to Foreign Plans, that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower or any of its Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due or admit in writing inability to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any such Subsidiary and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since June 30, 2003, except as specifically set forth in the Information Memorandum, the occurrence of a Material Adverse Effect.
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
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