Common use of Nature of Events Clause in Contracts

Nature of Events. An “Event of Default” shall exist if any of the following occurs and is continuing: (a) Borrower fails to make any payment of interest or principal on the Note within thirty (30) days after the date when due pursuant to the terms of the Note and the continuation of such failure for a period of ten (10) days after written notice of such failure has been sent to Borrower; (b) Borrower, Merchants or Lender, as applicable, fails or neglects to perform, keep, or observe, or is otherwise in breach of, any other material term, provision, condition, covenant, representation, warranty, or agreement contained in this Agreement, the Note, the Subordination Agreement or Pledge Agreement (each, a “Loan Document” and collectively, the “Loan Documents”), or in any other present or future agreement between, on the first part, Borrower, Merchants or Funding, and, on the second part, Lender or NattyMac, and as to any default or breach under such other term, provision, condition, covenant, representation, warranty, or agreement that can be cured, has failed to cure such default or breach within ten (10) days after delivery by the non-defaulting party of written notice thereof, provided, however, that Lender will not be obligated to advance any funds to Borrower hereunder during a cure period following a default by Borrower. (c) An event of default has occurred under the Services Agreement of even date herewith between Funding and NattyMac as the result of a material breach thereof which breach has not been cured or remedied within the 30-day period following receipt of notice of such breach. (d) Any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate or writing delivered to a party hereto by the other party hereto or any person acting on behalf of a party hereto pursuant to this Agreement or to induce a party hereto to enter into this Agreement or any other Loan Document. (e) Borrower or Lender becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors, or consents to the appointment of a trustee, receiver or liquidator; and (f) Bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings are instituted by or against Borrower or Lender and are not dismissed or discharged within sixty (60) days of the filing thereof.

Nature of Events. An “Event of Default” shall exist if any of the following occurs and is continuing: (a) Borrower fails to make any payment of interest or principal on any Note executed in connection with this Agreement or for the Loan on or before the date such payment is due or within any applicable grace period; (b) Borrower fails to make any payment of interest on any Note executed in connection with this Agreement or for the Loan within fifteen (15) days after the date such payment is due or within any applicable grace period; (c) Borrower fails to make any other monetary payment due under any Loan Document or any other document executed in connection with this Agreement or for the Loan on or before the date such payment is due or within any applicable grace period; (d) Borrower fails to comply with any other term, condition, covenant or provision of this Agreement, any Loan Document or any other document executed in connection with this Agreement within thirty (30) days after the date when due pursuant to the terms of the Note and the continuation of such failure for a period of ten (10) days after written notice of such failure has been sent thereof to Borrower; (be) Borrower, Merchants or Lender, as applicable, fails or neglects to perform, keep, or observe, or is otherwise in breach of, any other material term, provision, condition, covenant, representation, warranty, representation or agreement other statement by or on behalf of Borrower contained in this Agreement, the Note, the Subordination Agreement or Pledge Agreement (each, a “any Loan Document” and collectively, the “Loan Documents”), Document or in any other present or future agreement between, on the first part, Borrower, Merchants or Funding, and, on the second part, Lender or NattyMac, and as to any default or breach under such other term, provision, condition, covenant, representation, warranty, or agreement that can be cured, has failed to cure such default or breach within ten (10) days after delivery by the non-defaulting party of written notice thereof, provided, however, that Lender will not be obligated to advance any funds to Borrower hereunder during a cure period following a default by Borrower. (c) An event of default has occurred under the Services Agreement of even date herewith between Funding and NattyMac as the result of a material breach thereof which breach has not been cured or remedied within the 30-day period following receipt of notice of such breach. (d) Any material misrepresentation or material misstatement exists now or hereafter instrument furnished in any warranty or representation set forth herein compliance with or in any certificate or writing delivered to a party hereto by the other party hereto or any person acting on behalf of a party hereto pursuant reference to this Agreement is false or to induce a party hereto to enter into this Agreement or misleading in any other Loan Document.material respect; (ef) Borrower or Lender Merchants Bank or P/R Mortgage or any Affiliate or subsidiary of Borrower becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors, or consents to the appointment of a trustee, receiver or liquidator; and; (fg) Bankruptcybankruptcy, reorganization, arrangement, insolvency or liquidation proceedings are instituted by or against Borrower or Lender Merchants Bank or P/R Mortgage or any Affiliate or Subsidiary of Borrower and are not dismissed or discharged within sixty (60) days of the filing thereof; (h) a final judgment or judgments, from which no further right of appeal exists, for the payment of money aggregating in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00) is or are outstanding against Borrower or Merchants Bank or P/R Mortgage or any Affiliate or subsidiary of Borrower and any one of such judgments has been outstanding for more than thirty (30) days from the date of its entry and has not been discharged in full or stayed; (i) a determination by Lender, in its sole and reasonable discretion, that any action, inaction, commission, omission or circumstance has occurred or may occur which may subject the security and collateral given to Lender to being seized by any federal, state or local governmental department, agency or instrumentality pursuant to 18 U.S.C. Sec. 1963, 21 U.S.C. Sec. 853, 21 U.S.C. Sec. 881, 46 U.S.C. App. Sec. 1904, or any similar federal, state or local laws and/or regulations adopted in publications promulgated pursuant to such laws, or as such laws or regulations may be further amended, modified or supplemented; (j) the occurrence of any default beyond any applicable cure period or under any outstanding debt, loan or credit facility, or any other agreement, instrument or document executed by Borrower or Merchants Bank with or from any person, including, without limitation, Lender and any parent, subsidiary or affiliate of Lender; (k) Borrower fails to pay any sum due or to observe or perform any term, condition, covenant or warranty herein, the Note, the Pledge Agreement, any Loan Document or any additional instruments, documents, resolutions, applications for credit executed and delivered by Borrower to Lender incident hereto and to which it is a party; and (l) Borrower or Merchants Bank fails to file or cause to be filed all tax returns or reports required to be filed by any local, state or federal governmental authority or agency or fail to pay or cause to be paid any taxes, assessments, fines or penalties required to be paid under any local, state or federal law, rule or regulation, except to the extent that such filings or taxes are being contested in good faith by appropriate proceedings and for which Borrower or Merchants Bank has set aside on Borrower’s or Merchants Bank’s respective books adequate reserves.

Nature of Events. An “Event of Default” "EVENT OF DEFAULT" shall exist if any of the following occurs and is continuing: (ai) Borrower PRINCIPAL OR YIELD-MAINTENANCE AMOUNT PAYMENTS -- the Company fails to make any payment of principal or Yield-Maintenance Amount on any Note on or before the date such payment is due; (ii) INTEREST PAYMENTS -- the Company fails to make any payment of interest on any Note on or principal before the date such payment is due and such failure shall continue for a period of three (3) Business Days; (iii) PARTICULAR DEFAULTS -- the Company or any Subsidiary fails to perform or observe any covenant contained in paragraphs 5D and 5F and paragraph 6A through paragraph 6P (other than paragraph 6J and paragraph 6K) of this Agreement, inclusive; or the Company shall terminate or modify any provision of the Financing Agreement or shall fail to perform or observe any covenant contained in the Financing Agreement; (iv) OTHER DEFAULTS -- the Company or any Subsidiary fails to comply with any other provision of this Agreement, and such failure continues for more than thirty (30) days after any officer of the Company has knowledge thereof; (v) WARRANTIES OR REPRESENTATIONS -- any warranty, representation or other statement by or on behalf of the Company contained in this Agreement or in any instrument furnished by or on behalf of the Company in compliance with or in reference to this Agreement was or shall have been false or misleading in any material respect at the time made; (vi) DEFAULT ON INDEBTEDNESS OR OTHER SECURITY -- the Company or any Restricted Subsidiary fails to make any payment due on any one or more Material Obligations or any event shall occur or any condition shall exist in respect of any one or more Material Obligations of the Company or any Restricted Subsidiary, or under any agreement securing or relating to any such Material Obligations (and any such failure, event or condition shall not have been cured, waived or consented to by the holder or holders of such Material Obligations or a trustee therefor), the effect of which is (a) to cause (or permit any holder of such Material Obligation or a trustee of such holder to cause) such Material Obligation or Material Obligations, or a portion thereof, to become due prior to its or their stated maturity or prior to its or their regularly scheduled dates of payment (regardless of any limitations, such as those applicable to Subordinated Debt, on the Note amount of such Material Obligations which may be paid upon such acceleration), (b) to permit a trustee or the holder of any Security (other than common stock of the Company or any Restricted Subsidiary) to elect a majority of the directors on the board of directors of the Company or such Restricted Subsidiary, or (c) to permit the holder of any such Material Obligation to require the Company or any Restricted Subsidiary to repurchase such Material Obligation or a portion thereof from such holder; (vii) INVOLUNTARY BANKRUPTCY PROCEEDING -- a receiver, liquidator, custodian or trustee of the Company or any Restricted Subsidiary, or of any of the Property of any of such Persons, is appointed by court order and such order remains in effect for more than ninety (90) days; or the Company or any Restricted Subsidiary is adjudicated bankrupt or insolvent; or any of the Property of any of such Persons is sequestered by court order and such order remains in effect for more than ninety (90) days; or a petition is filed against the Company or any Restricted Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after the date when due pursuant to the terms of the Note and the continuation of such failure for a period of ten (10) days after written notice of such failure has been sent to Borrowerfiling; (bviii) BorrowerVOLUNTARY PETITIONS -- the Company or any Restricted Subsidiary files a petition in voluntary bankruptcy or seeking relief under any provisions of any bankruptcy, Merchants reorganization, arrangement, insolvency, readjustment of debt, dissolution or Lenderliquidation law of any jurisdiction, as applicable, fails or neglects to perform, keep, or observe, or is otherwise in breach of, any other material term, provision, condition, covenant, representation, warranty, or agreement contained in this Agreement, the Note, the Subordination Agreement or Pledge Agreement (each, a “Loan Document” and collectively, the “Loan Documents”), or in any other present or future agreement between, on the first part, Borrower, Merchants or Funding, and, on the second part, Lender or NattyMac, and as to any default or breach under such other term, provision, condition, covenant, representation, warranty, or agreement that can be cured, has failed to cure such default or breach within ten (10) days after delivery by the non-defaulting party of written notice thereof, provided, however, that Lender will not be obligated to advance any funds to Borrower hereunder during a cure period following a default by Borrower. (c) An event of default has occurred under the Services Agreement of even date herewith between Funding and NattyMac as the result of a material breach thereof which breach has not been cured or remedied within the 30-day period following receipt of notice of such breach. (d) Any material misrepresentation or material misstatement exists whether now or hereafter in any warranty or representation set forth herein or in any certificate or writing delivered to a party hereto by the other party hereto or any person acting on behalf of a party hereto pursuant to this Agreement or to induce a party hereto to enter into this Agreement or any other Loan Document. (e) Borrower or Lender becomes insolvent or bankrupt, or makes an assignment for the benefit of creditorseffect, or consents to the appointment filing of a trustee, receiver or liquidator; and (f) Bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings are instituted by or any petition against Borrower or Lender and are not dismissed or discharged within sixty (60) days of the filing thereof.it under such law;