▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :- (a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the Security Documents; (b) if a demand is made for payment of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded; (c) if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect; (d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever; (j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business; (l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor; (n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause. (4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
Sources: Loan Agreement
▇▇▇▇▇▇ of Default. The following shall constitute Events of Default:
1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non-performance has been given by us to you;
2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (1including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) Without prejudice of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the Lender's right proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either:
1. has not been dismissed within five days of its institution or presentation; or
2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to demand repayment of the Total Indebtedness at this Agreement are commenced for any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when dueexecution, any sum of moneysattachment or garnishment, whether principalor distress against, interestor an encumbrancer takes possession of, fees or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment of all whole or any part of the moneys for the time being owing your property, undertaking or assets (tangible and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demandedintangible);
4. you or any Credit Support Provider (cor any Custodian acting on behalf of either of you or a Credit Support Provider) if disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”);
5. any representation or warranty made in or in pursuance of given or deemed made or given by you under this Agreement or any of the Security Documents Credit Support Document proves to have been false or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect misleading in any material respect;
(d) if respect as at the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of time it was made or given or deemed made or given; • any undertakingCredit Support Provider fails, condition or you yourself fail to comply with or perform any agreement or obligation on their part to be complied with or performed and observed hereunder (other than the payment of any sum due as aforesaid) by you or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default;
1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given;
2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause.
Clause 14 (4Events of Default) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender occurs in satisfaction or in reduction respect of any Credit Support Provider;
3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety manager on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or behalf of any other liabilities for which client of us; • you take advantage of delays occurred in the Mortgage is securityprices and you place orders at outdated prices, you trade at off- market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.
Appears in 1 contract
Sources: Client Agreement
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at Each and any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events shall constitute a default and, after expiration of Default the Grace Period, if any, shall occur, that is to say constitute an “Event of Default” hereunder:-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum nonpayment of moneys, whether principal, interest, fees or otherwise, any other costs or expenses promptly when due of any amount payable under this Agreement and/or any of the Security DocumentsNote;
(b) if a demand is made for payment of all or any part other failure of the moneys for Borrower to observe or perform any covenant set forth in this Note (other than a payment default described above), which failure is not cured within thirty (30) days (the time being owing “Grace Period”) of ▇▇▇▇▇▇▇▇’s receipt of a written notice that such failure exists and unpaid is continuing, and should it not be cured within the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demandedGrace Period, it shall constitute an Event of Default under this Note;
(c) if Borrower shall commence any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificatecase, statement proceeding or other document delivered in connection with the execution and delivery hereof action: (i) under any existing or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance future law of any undertakingjurisdiction, condition domestic or obligation on their part foreign, relating to be performed and observed hereunder bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to it or its debts; or (other than the payment ii) seeking appointment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager receiver, trustee, custodian or other similar officer is appointed of the whole of the undertaking, property official for it or assets for all or any substantial part thereof of the Mortgagor and/or its property, or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes shall make a general assignment for the benefit of its creditors; or their creditors or if a statutory demand is issued or an application (iii) there shall have been presented for the bankruptcy of the Mortgagor and/or be commenced against the Borrower and/or any case, proceeding or other action of a nature referred to above or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property, which case, proceeding or other action results in the Guarantor under the provisions entry of the Insolvencyany order for relief or remains undismissed, Restructuring and Dissolution Act 2018undischarged or unbonded for a period of one hundred twenty (120) days;
(id) if the Mortgagor and/or Borrower and/or Guarantor dies any representation or is declared warranty made by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if Note shall prove to have been incorrect in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertymaterial respect when made; or
(iie) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of all or substantially all of the Property may be retained by assets, or change in controlling ownership (i.e., change in excess of 50% the Borrower’s equity voting interest) or the dissolution, liquidation, merger, consolidation, or reorganization of Borrower without the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security’s prior written consent.
Appears in 1 contract
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment An event of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default default shall occur, that is to say :-
(a) occur hereunder if the Mortgagor and/or the Borrower and/or the Guarantor shall fail BORROWER:
1. Fails to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the Security Documents;Installments or a part thereof or other payment required hereunder when due whether on demand or not; or
(b) if a demand is made for payment of all or any part 2. Fails to effect insurance cover of the moneys for Product or fails to pay insurance premiums as and when due or fails to reimburse the time being owing and unpaid and same to the Mortgagor and/or LENDER if paid by the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if LENDER, or under any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered furnished to the LENDER in connection with the execution and delivery hereof herewith; or
3. Fails to perform or thereof respectively observe or in pursuance hereof or thereof respectively shall be or become incorrect in carry out any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertakingother covenant, condition or obligation on their part Agreement to be performed and performed, observed or carried out by the BORROWER hereunder (other than the payment of any sum due as aforesaid) or under any other document furnished to the LENDER in connection herewith; or
4. Without the LENDER's consent sells, transfers, parts with possession or sub-lets or charges or encumbers or creates any lien on or endangers the Product in the opinion of the Security Documents and such default (if capable LENDER; or
5. Dies or commits an act of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession bankruptcy or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or bankrupt or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors wound up or makes a general an assignment for the benefit of its creditors, or their creditors or if a statutory demand is issued or an application shall have been presented consents for the appointment of a trustee or receiver, or either a trustee or a receiver shall be appointed for the BORROWER or for a substantial part of ▇▇▇▇▇▇▇▇'s property without the LENDER's consent or any bankruptcy or re-organization, or insolvency proceedings or winding up proceedings shall be instituted by/or against the BORROWER, voluntary or otherwise; It is expressly clarified that the Product shall not be considered to be the property of the Mortgagor and/or BORROWER in the Borrower and/or event of BORROWER being adjudged as insolvent or having a receiver or liquidator appointed; or
6. Suffers adverse material change in the Guarantor financial condition from the date hereof, and as a result thereof, the LENDER deems itself or the Product to be unsecured; or
7. Is in default under any hire purchase or other agreement at any time executed with the
8. Commits breach of any of the terms of this agreement; or
9. Is unable to prevent the Product from being confiscated, attached or taken into custody by any authority or from becoming subject of any execution proceedings under the provisions of law; or
10. Is unable to park the Insolvency, Restructuring Product in a proper parking place under lock and Dissolution Act 2018;
(i) if key leading to the Mortgagor and/or Borrower and/or Guarantor dies Product being stolen away or is declared by in a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if total loss in the opinion of the Lender LENDER; or,
11. Is unable to convince the security hereby created is in jeopardy and a notice thereof has been given to LENDER about the Mortgagor and/or the Borrower. Without prejudice to the generality ability of the foregoingBORROWER to meet his obligation/s under this agreement; or
12. Does any act, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time deed or thing which in the sole opinion of the Lender LENDER prejudices the value rights of the
13. Has an execution or sequestration levied against his estate or allows the Property depreciates Product to such an extent that it is no longer an adequate security for the moneys secured be seized under any distress, execution or any other process or to be detained by the Mortgage, regard being had to the requirement reason of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertyalleged lien ; or
(ii) if 14. Transfers the value Product outside the State where the original delivery was effected without the previous written approval of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted hereinLENDER; or
(iii) if owing 15. Is unable to any change of law or directive of any competent authority, the continuation protect and take appropriate care of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice product leading to the generality of the foregoing, the power of sale, without Product being destroyed for any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clausereason whatsoever.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
Sources: Car and Two Wheeler Loan Agreement
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment The occurrence of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events events shall constitute an “Event of Default shall occur, that is to say Default”:-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when duepay, (i) within two Business Days after the due date thereof, any sum principal of moneysany Loan or any Reimbursement Obligation, whether principalor (ii) within five Business Days after the due date thereof, any interest, any fees or otherwise, any other amount payable under this Agreement and/or any of the Security Documentshereunder;
(b) if a demand is made for payment of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default shall fail to observe or perform any covenant contained in payment thereof as demandedSection 5.06;
(c) if the Borrower shall fail to observe or perform any representation covenant or warranty made agreement contained in or in pursuance of this Agreement (other than those covered by clause (a) or (b) above) for 30 days after notice thereof has been given to the Borrower by the Agent at the request of any of Lender;
(d) any representation, warranty, certification or statement made by the Security Documents Borrower in this Agreement or in any certificate, financial statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively pursuant to this Agreement shall be or become prove to have been incorrect in any material respect;
respect when made (d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such defaultdeemed made);
(e) if any encumbrances event or condition shall take possession or a receiver and/or manager or other similar officer is appointed occur which results in the acceleration of the whole maturity of any Material Debt or, following the stated maturity of any Material Debt, the Borrower shall fail to pay such Material Debt within two Business Days after the expiration of the undertakingperiod of grace or cure, property if any, provided in the instrument or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantoragreement under which such Material Debt was created;
(f) if the Borrower or any Significant Subsidiary shall commence a distress voluntary case or execution is levied other proceeding seeking liquidation, reorganization or enforced upon other relief with respect to itself or sued out against its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of the property its property, or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that shall consent to any such an event will be materially prejudicial relief or to the interest appointment of the Lender;
(g) if legal proceedings suits or actions of taking possession by any kind whatsoever (whether criminal such official in an involuntary case or civil) are instituted other proceeding commenced against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they matureit, or enters into composition or arrangement with its or their creditors or makes shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or their creditors shall take any corporate action to authorize any of the foregoing;
(g) an involuntary case or if other proceeding shall be commenced against the Borrower or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a statutory demand is issued trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an application order for relief shall be entered against the Borrower or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect;
(h) any member of the ERISA Group sponsoring a Material Plan shall fail to pay when due an amount or amounts aggregating in excess of $200,000,000 which it shall have been presented become liable to pay under Title IV of ERISA with respect to such Material Plan; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the bankruptcy PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions ERISA Group to incur a current payment obligation in excess of the Insolvency, Restructuring and Dissolution Act 2018$200,000,000;
(i) if final judgments or orders for the Mortgagor and/or payment of money in an aggregate amount exceeding $200,000,000 shall be entered against the Borrower and/or Guarantor dies or is declared any Significant Subsidiary by a court or courts having jurisdiction in the premises and such judgments or orders shall not have been appealed in good faith (and execution of competent jurisdiction to be insane such judgments stayed during such appeal) or otherwise incapable paid, bonded or otherwise stayed or discharged by the Borrower or such Significant Subsidiary within the time period permitted by applicable law for the filing of handling his affairs an appeal for such judgment or lack capacity the taking of such other action; or
(j) any person or group of persons (within the meaning of the Mental Capacity Act 2008 Section 13 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition 14 of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Securities Exchange Act of Parliament or other statutory provision;
1934, as amended) (k) if without excluding, for this purpose, the prior written consent Borrower and its Subsidiaries and any employee benefit plan of the LenderBorrower or its Subsidiaries), shall have acquired beneficial ownership (within the Mortgagor and/or meaning of Rule 13d-3 promulgated by the Borrower and/or Securities and Exchange Commission under said Act) of 50% or more of the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision then outstanding shares of this Agreement or common stock of the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all Borrower; or a material part majority of the assets properties or shares seats (other than vacant seats) on the board of the Mortgagor and/or the directors of Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured be occupied by persons who were neither nominated by the Mortgage, regard being had to the requirement management of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage Borrower nor appointed by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waiveddirectors so nominated.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :-
(a) if Any of the Mortgagor and/or the events specified in this Section 9 shall constitute a default by Borrower and/or the Guarantor shall fail hereunder (an “Event of Default”):
(i) Failure to pay any principal or otherwise discharge interest when due, any sum of moneys, whether principal, interest, fees or otherwise, due and payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificateNote, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and which is not discharged cured within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;business days;
(gii) if legal proceedings suits Default by Borrower or actions SNDBX (each of Borrower and SNDBX being referred to herein as a “Loan Party”) in the performance or observance of any kind whatsoever (whether criminal covenant, condition, undertaking or civil) are instituted against agreement contained in this Note or in the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Letter Agreement or the Security Documents as Agreement, which default is not cured (if capable of cure) within thirty (30) days of the case may bedate Lender provides Borrower with written notice thereof;
(hiii) if Any representation, warranty or other statement by or on behalf of Borrower contained in this Note or the Mortgagor and/or Letter Agreement or the Security Agreement is false or misleading in any material respect at the time made;
(iv) The Borrower and/or the Guarantor or SNDBX shall become insolvent or is unable generally fail to pay, or deemed unable admit in writing such Loan Party’s inability to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they maturebecome due; or either or both Loan Parties shall apply for, consent to, or enters into composition acquiesce in, the appointment of a trustee, receiver or arrangement with its other custodian or their creditors for such Loan Party’s property, or makes make a general assignment for the benefit of its creditors; or, in the absence of such application, consent or their creditors acquiescence, a trustee, receiver or if other custodian shall be appointed for either or both Loan Parties or for a statutory demand is issued or an application shall have been presented for the bankruptcy substantial part of the Mortgagor and/or the Borrower and/or the Guarantor property of either or both Loan Parties and not be discharged within 60 days; or any bankruptcy, reincorporation, debt arrangement, or other case or proceeding under the provisions any bankruptcy or insolvency law, or any dissolution or liquidation proceeding shall be commenced in respect of the Insolvency, Restructuring and Dissolution Act 2018either or both Loan Parties or be consented to or acquiesced in by either or both Loan Parties or remain for 60 days undismissed or unvacated;
(iv) if any judgments, writs, warrants of attachment, executions or similar process (not covered by insurance) shall be issued against either Loan Party or any of either or both Loan Parties’ assets where the Mortgagor and/or Borrower and/or Guarantor dies aggregate amount of such judgments, writs, warrants of attachment, executions or is declared by a court of competent jurisdiction similar process exceed $50,000.00 and are not released, vacated, suspended, stayed, abated or fully bonded prior to be insane any sale and in any event within 30 days after its issue or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoeverlevy;
(jvi) if a notice or proposal for compulsory acquisition of Borrower shall default and fail to cure such default in the Property or any part thereof shall be issued or made time provided therein, under or by virtue the terms of any ordinance Act other agreement, indenture, deed of Parliament trust, mortgage, promissory note or other statutory provisionsecurity agreement governing the borrowing of money in excess of $50,000.00 and: (i) the maturity of any amount owed under such document or instrument is accelerated; or (ii) such default shall continue unremedied or unwaived for a period of time to permit such acceleration;
(kvii) if without there is instituted against either Loan Party any criminal proceeding for which forfeiture of any material asset is a potential penalty, or either Loan Party is enjoined, restrained or in any way prevented by order of any governmental authority from conducting any material part of its business affairs and such order is not completely stayed, to the prior written consent satisfaction of the Lender, or dissolved within 20 business days from the Mortgagor and/or the Borrower and/or the Guarantor ceases effective date of such order; or threatens to cease to carry on its business;
(lviii) if any provision representation or warranty of Borrower set forth in this Note. the Security Agreement or in the Security Documents is Letter Agreement shall be untrue in any material respect on the date as of which the facts set forth are stated or becomes or claims to be, for any reason, invalid or unenforceable;certified.
(mb) if Upon the happening of: (I) any state or agency Event of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which Default described in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoingSection 9(a)(iv), the security hereby created Lender’s obligation to make the Second Advance shall be deemed to be in jeopardy in either one of automatically terminate and the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the full unpaid principal amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authorityNote, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with accrued interest and all other moneys hereby secured including obligations of the Total Indebtedness Borrower to the Lender shall become immediately automatically be due and payable without any declaration, notice, presentment, protest or demand of any kind (all of which are hereby waived); or notice which is hereby expressly waived.
(2) In the event of the occurrence of an any other Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particularDefault, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid upon written notice, may terminate its commitment to make the Mortgagor and/or the Borrower or to any person entitled to the Property, Second Advance and may be applied by declare the Lender in satisfaction or in reduction outstanding principal amount of any money owing by the Mortgagor Note, accrued interest and all other obligations of the Borrower to the Lender either alone to be due and payable without other notice, presentment, protest or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or demand of any kind, whereupon the full unpaid amount of the Note, accrued interest and any and all other liabilities for obligations, which shall be so declared due and payable, shall be and become immediately due and payable. In addition, the Mortgage is securityLender may exercise any right or remedy available to it pursuant to the Security Agreement, the Letter Agreement, at law or in equity.
Appears in 1 contract
▇▇▇▇▇▇ of Default. The following shall constitute Events of Default:
1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of nonperformance has been given by us to you;
2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (1including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) Without prejudice of you or any substantial part of your assets, or if you take any corporate action to authorised any of the foregoing, and in the case of a reorganization, arrangement or composition, we do not consent to the Lender's right proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either:
1. has not been dismissed within five days of its institution or presentation; or
2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to demand repayment of the Total Indebtedness at this Agreement are commenced for any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when dueexecution, any sum of moneysattachment or garnishment, whether principalor distress against, interestor an encumbrancer takes possession of, fees or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment of all whole or any part of the moneys for the time being owing your property, undertaking or assets (tangible and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demandedintangible);
4. you or any Credit Support Provider (cor any Custodian acting on behalf of either of you or a Credit Support Provider) if disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favor of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”);
5. any representation or warranty made in or in pursuance of given or deemed made or given by you under this Agreement or any of the Security Documents Credit Support Document proves to have been false or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect misleading in any material respect;
(d) if respect as at the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of time it was made or given or deemed made or given; • any undertakingCredit Support Provider fails, condition or you yourself fail to comply with or perform any agreement or obligation on their part to be complied with or performed and observed hereunder (other than the payment of any sum due as aforesaid) by you or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default;
1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given;
2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause.
Clause 14 (4Events of Default) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender occurs in satisfaction or in reduction respect of any Credit Support Provider;
3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety manager on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or behalf of any other liabilities for which client of us; • you take advantage of delays occurred in the Mortgage is securityprices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.
Appears in 1 contract
Sources: Client Agreement
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or If any of the Security Documentsevents specified in this Section 3 shall occur (herein individually referred to as an "Event of Default"):
(i) Default in payment of principal or interest under this Note when due;
(bii) if a demand is made for payment of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or A material default by the Borrower and/or in any obligation, or breach by the Guarantor default in payment thereof as demanded;
(c) if Borrower of any representation representation, warranty, covenant or warranty made in agreement, herein or in pursuance of this Agreement or any of other documents signed by the Security Documents or in any certificate, statement or other document delivered Borrower in connection with the execution and delivery hereof issuance of this Note, the Security Agreement (as hereinafter defined) which is not cured or thereof respectively or in pursuance hereof or thereof respectively shall cannot be or become incorrect in any material respect;
(d) if the Mortgagor and/or cured by the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder within ten (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (710) days after the Lender shall have Holder has given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(eiii) if any encumbrances shall take possession The institution by the Borrower of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it or the filing by it of a receiver and/or manager petition or other similar officer is appointed of answer or consent seeking reorganization or release under the whole of the undertakingFederal Bankruptcy Code, property or assets or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other, similar official for all or any substantial part thereof of its property, or the Mortgagor and/or taking of any action by the Borrower and/or the Guarantorin furtherance of any such action;
(fiv) If, within sixty (60) days after the commencement of an action against the Borrower seeking any bankruptcy, insolvency, reorganization, liquidation or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Borrower or all orders or proceedings there under affecting the property of the Borrower stayed, or if a distress the stay or execution is levied any such order or enforced upon proceeding shall thereafter be set aside, or sued out against if, within sixty (60) days /2/ after the appointment without the consent or acquiescence of the Borrower of any trustee or receiver for all or any substantial part of the its property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is such appointment shall not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lenderhave been vacated;
(gv) Any default of the Borrower under any indebtedness or other obligation which aggregate at least $75,000 if legal proceedings suits such default is not cured by the Borrower before the earlier of (1) ten (10) days after the Holder has given the Borrower written notice of such default or actions (2) the obligee of such indebtedness or other obligation has made demand or notified the Borrower of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor acceleration and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at case, any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertycure period has elapsed; or
(iivi) if The rendering of one or more judgments or orders against the value Borrower for the payment of money exceeding any applicable insurance coverage by more than $75,000 in the Property aggregate, and either (1) enforcement proceedings shall fall below what have been commenced by any creditor upon any such judgment or order, or (2) there shall be any period of 30 consecutive days during which a stay of enforcement of any such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; then, with the Lender exception of an Event of Default specified in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
clauses (iii) if owing and (iv) above, the Holder of this Note may, by notice to any change the Borrower, declare the principal of law this Note, all interest thereon and all other amounts payable hereunder to be immediately due and payable, without presentment, demand, protest or directive other notice of any competent authoritykind, the continuation all of the debt secured which are hereby expressly waived by the Mortgage may constitute a breach Borrower, whereupon the principal amount of that law or directive; and in any this Note, all such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness such amounts shall become and be immediately due and payable without payable, and exercise any demand or notice which is hereby expressly waived.
(2) In the event and all of his other rights under applicable law hereunder. Upon, the occurrence of an Event of Default before specified in clauses (iii) or (iv) above, the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled principal amount of this Note, all interest thereon and the Lender's obligations all other amounts payable hereunder shall automatically thereupon and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have concurrently therewith become immediately due and payable and interest upon the Lender principal shall forthwith be entitled to exercise accrue at the rate of 15% per annum, all or without any action by the Holder of the statutory powers of a mortgagee in respect of the Property and in particularthis Note, and without prejudice presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, anything in this Note to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clausecontrary notwithstanding.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
Sources: Secured Convertible Revolving Promissory Note Agreement (Caredecision Corp)
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more Each of the following Events events shall constitute an event of Default shall occur, that is to say :-default ("Event of Default"):
(a) if a. default in the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge payment when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment due of all or any part of the moneys principal of or interest on any Loan (whether at the stated maturity thereof or at any other time provided for the time being owing in this Agreement) or other Obligation payable hereunder or under any other Loan Document and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor in respect of any interest payments, such default in payment thereof as demandedis not cured within five (5) Business Days of such due date;
b. default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty (c30) if days after written notice thereof is given to the Borrower by the Lender;
c. any representation or warranty made in herein or in pursuance any other Loan Document or in any certificate furnished to the Lender pursuant hereto or thereto proves untrue in any material respect as of this Agreement the date of the issuance or making or deemed making thereof;
d. any of the Loan Documents, or any material provision thereof, shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or Borrower takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively its obligations thereunder;
e. default shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or occur under any other Indebtedness of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given Borrower to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(gi) if legal any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed against Borrower, or against any of their respective Property, in an aggregate amount for all such Persons in excess of $250,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 30 days, or any action shall be legally taken by a judgment creditor to attach or levy upon any Property of Borrower to enforce any such judgment, or (ii) Borrower shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may bediligently pursued;
▇. ▇▇▇▇▇▇▇▇ shall (hi) if have entered involuntarily against it an order for relief under the Mortgagor and/or the Borrower and/or the Guarantor become insolvent Bankruptcy Code, as amended, which order is undismissed or is unable unstayed for a period of 60 days, (ii) not pay, or deemed unable to pay its or their debts or admits admit in writing its or their inability to pay the pay, its or their debts generally as they maturebecome due, or enters into composition or arrangement with its or their creditors or makes a general (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its or their creditors or if a statutory demand is issued or Property, (v) institute any proceeding seeking to have entered against it an application shall have been presented order for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor relief under the provisions Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the Insolvencymaterial allegations of any such proceeding filed against it, Restructuring and Dissolution Act 2018;
(vi) take any corporate or similar action in furtherance of any matter described in parts (i) if the Mortgagor and/or Borrower and/or Guarantor dies through (v) above, or is declared by a court of competent jurisdiction (vii) fail to be insane contest in good faith any appointment or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of proceeding described in this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertyparagraph; or
(ii) if the value of the Property h. a custodian, receiver, trustee, examiner, liquidator or similar official shall fall below what the Lender in its discretion consider to be an adequate security margin appointed for Borrower, or any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive substantial part of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the its Property, and may be applied by the Lender in satisfaction such appointment continues undischarged or in reduction such proceeding continues undismissed or unstayed for a period of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security60 days.
Appears in 1 contract
Sources: Secured Non Revolving Line of Credit Loan Agreement (Loop Media, Inc.)
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more Each of the following Events events shall be an “Event of Default shall occur, that is to say Default” hereunder:-
(a) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Mortgagor and/or present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the Borrower and/or benefit of creditors or shall seek or consent to or acquiesce in the Guarantor shall fail to pay appointment of any trustee, receiver or otherwise discharge when due, any sum liquidator of moneys, whether principal, interest, fees Tenant or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment of all or any part of Tenant’s Property; or
(b) if there shall be filed against Tenant an involuntary petition in bankruptcy or insolvency, or if Tenant shall be adjudicated a bankrupt or insolvent, and if within ninety (90) days after the moneys for commencement of any such proceeding against Tenant such proceeding shall not have been dismissed, or if, within ninety (90) days after the time being owing and unpaid and appointment of any trustee, receiver or liquidator of Tenant, or of all or a substantial part of Tenant’s Property, without the Mortgagor and/or consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s Property pursuant to which the Borrower and/or the Guarantor default in payment thereof as demanded;Premises shall be taken or occupied or attempted to be taken or occupied; or
(c) if Tenant shall default for more than five (5) Business Days after Landlord notifies Tenant in writing of ▇▇▇▇▇▇’s failure to pay when due of any representation installment of Fixed Rent or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;Additional Rent; or
(d) if the Mortgagor and/or the Borrower and/or the Guarantor Tenant shall default in the due observance or performance of any undertakingterm, covenant or condition or obligation of this Lease on their Tenant’s part to be observed or performed and observed hereunder (other than the covenants for the payment of any sum due as aforesaidFixed Rent and Additional Rent) or under any of the Security Documents and Tenant shall fail to remedy such default within thirty (if capable of being rectified) shall not be rectified for a period of seven (730) days after the Lender shall have given notice by Landlord to the Mortgagor and/or the Borrower and/or the Guarantor written notice Tenant of such default;, or if such default is of such a nature that it cannot with due diligence be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, and/or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or
(e) if any encumbrances event shall take possession occur or a receiver and/or manager any contingency shall arise whereby this Lease or other similar officer is appointed the estate hereby granted or the unexpired balance of the whole Term would, by operation of the undertakinglaw or otherwise, property devolve upon or assets pass to any person, firm or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantorcorporation other than Tenant except as is expressly permitted under Article 19;
(f) if a distress or execution is levied or enforced upon or sued out against then in any part of said events Landlord may give to Tenant notice of intention to end the property or assets Term at the expiration of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and from the Lender is date of the opinion that giving of such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they maturenotice, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvencyand, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender event such notice is given and Tenant shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under not have cured such default, this Agreement or the Security Documents as the case may be;
Lease (o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or Term shall have commenced) shall terminate upon the Borrower is expiration of said five (5) days with the same effect as if that day were the Expiration Date, and all rights of Tenant under this Lease shall expire and terminate and ▇▇▇▇▇▇ shall immediately quit and surrender the Premises but Tenant shall remain liable for all of its obligations hereunder and for damages as provided in default in paying the money secured or of any other liabilities for which the Mortgage is securityArticle 15.
Appears in 1 contract
▇▇▇▇▇▇ of Default. If any of the following events (1herein called an "Event of Default") Without prejudice shall occur:
(a) The Company shall default in the payment of any part of the principal of the Loan when and as the same shall become due and payable, whether at maturity or by acceleration or otherwise; or
(b) The Company shall default in the payment of interest on the Loan when and as the same shall become due and payable, and such default in the payment of interest shall continue for a period of five days after said default; or
(c) The Company fail to perform, keep or observe any other term or provision of this Agreement, the Note, the Security Agreement, the Warrant, the Registration Rights Agreement or any of other document executed in connection with the transactions contemplated hereby and such default shall continue for a period of thirty (30); or
(d) an event of default, as defined in any indenture, agreement, or instrument evidencing or under which there is at the time outstanding any indebtedness of the Company for borrowed money, shall occur and such indebtedness shall have become or been declared due and payable at or prior to the Lender's right at date on which it would otherwise have become due and payable and such event of default shall not have been cured or waived; or
(e) any time to demand repayment of representation or warranty by the Total Indebtedness at any time as provided Company in this Agreement, if the Note, the Security Agreement, the Warrant or the Registration Rights Agreement or in any document provided in connection herewith or therewith shall prove to have been incorrect in any material respect when made; or
(f) A Change of Control (as hereinafter defined) shall occur. A "Change of Control" shall mean the occurrence of any one of the following events: (i) any "person" (as such term is used in Sections 3(a)(9) and 13(d) of the 1▇▇▇ ▇▇▇) becomes a "beneficial owner" (as such term is used in Rule 13d-3 promulgated under the 1▇▇▇ ▇▇▇) of 30% or more of the following Events Company's capital stock having general voting power to elect the directors of Default the Company; (ii) the majority of the Company's board of directors consists of individuals other than the members of the board as of the date hereof (the "Incumbent Directors"); provided that any person becoming a director subsequent to the date hereof whose nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors shall occurbe considered to be an Incumbent Director; (iii) the merger or consolidation of the Company with or into another corporation and, that after such merger or consolidation is to say :-
consummated, either (aA) the Company is not the surviving corporation, or (B) if the Mortgagor and/or Company is the Borrower and/or surviving corporation, then the Guarantor shall fail to pay or otherwise discharge when due, any sum Company is a wholly-owned subsidiary of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any another corporation and the stockholders of the Security Documents;
Company, immediately before such merger or consolidation is consummated, do not own at least 80% of the voting capital stock of the Company's parent corporation immediately after such merger or consolidation is consummated; (biii) if the sale, lease, transfer or disposition of 20% or more of the Company's assets or (iv) the Company adopts a demand is made plan of liquidation providing for payment the distribution of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit substantially all of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertyassets; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
▇▇▇▇▇▇ of Default. (1) Without prejudice to Upon the Lender's right occurrence, at any time prior to demand repayment or during the Demised Term, of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following events (referred to herein, singly, as an “Event of Default” and collectively as “Events of Default shall occur, that is to say :-Default”):
(a) if Tenant shall default in the Mortgagor and/or payment when due of any installment of Fixed Rent or any increase in the Borrower and/or Fixed Rent or in the Guarantor payment when due of any additional rent and such default shall fail continue for a period of ten (10) days after notice by Owner to pay Tenant of such default; or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Fixed Rent, any increase in the Fixed Rent and additional rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Owner to Tenant of such default, or if such default is of such a demand is made nature that it cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence, promptly after receipt of such notice, or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or
(c) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for payment the benefit of creditors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any representation Tenant’s property; or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertakingif, condition or obligation on their part to be performed and observed hereunder within ninety (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (790) days after the Lender commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have given been dismissed, or if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;Demised Premises shall be taken or occupied or attempted to be taken or occupied; or
(e) if Tenant shall default in the observance or performance of any encumbrances term, covenant or condition on Tenant’s part to be observed or performed under any other lease with Owner of space in the Building or under any other lease of space in a ▇▇▇▇▇ Building (as defined in Section 31.01), and such default shall take possession continue beyond any grace period set forth in such other lease for the remedying of such default; or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress the Demised Premises shall become abandoned; or execution is levied or enforced
(g) if (i) Tenant’s interest in this Lease shall devolve upon or sued out against pass to any part person, whether by operation of law or otherwise, or (ii) there shall be any sale, pledge, transfer or other alienation described in Section 11.01 of this Lease which is deemed an assignment of this Lease for purposes of said Section 11.01, except as expressly permitted under Article 11; or
(h) any transfer of all or any substantial portion of the property or assets of Tenant, or the Mortgagor and/or incurrence of a material obligation by Tenant other than in the Borrower and/or ordinary course of business, which in either event would impair Tenant’s ability to comply with its obligations under this Lease, unless such transfer or obligation is undertaken or incurred in good faith for equivalent consideration; then, during such time as such Event(s) of Default is/are continuing (whether prior to or during the Guarantor Demised Term), Owner may at any time, at Owner’s option, give to Tenant a five (5) days’ notice of termination of this Lease and, in the event such notice is given, this Lease and is the Demised Term shall come to an end and expire (whether or not discharged within said term shall have commenced) upon the expiration of said five (5) days of being levied and with the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents same effect as the case may be;
(h) if the Mortgagor and/or date of expiration of said five (5) days were the Borrower and/or the Guarantor become insolvent or is unable or deemed unable Expiration Date, but Tenant shall remain liable for damages and all other sums payable pursuant to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the BorrowerArticle 18. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
Sources: Lease Agreement (Bankrate, Inc.)
▇▇▇▇▇▇ of Default. If any of the following events (each an “Event of Default”) occur, Bank shall have the rights set forth in Section 3.7 hereof and as otherwise set forth herein and in the other Purchase Documents, as applicable. An Event of Default shall be deemed continuing unless specifically waiver or deemed cured by Purchaser in writing: (a)Seller, Servicer or Subservicer shall fail to make when due any payment obligations under this Agreement or any other Purchase Document; or (b)Any representation or warranty made or deemed made by Seller, Servicer or Subservicer in this Agreement or any other Purchase Document shall be inaccurate or incomplete in any respect on or as of the date made or deemed made; or (c)Seller, Servicer or Subservicer shall default in the observance or performance of any covenant or agreement contained in this Agreement or any other Purchase Document; or (d)Seller shall default in any payment of principal of or interest on any indebtedness in the aggregate principal amount of five hundred thousand dollars ($500,000) or more without regard for the dollar amount of the defaulted payment, or any other event shall occur, the effect of which is to permit such indebtedness or any portion thereof to be declared or otherwise to become due prior to its stated maturity; or (e)
(1) Without prejudice Seller, Servicer or Subservicer shall commence any case, proceeding or other action (i) relating to the Lender's right at any time bankruptcy, insolvency, reorganization or relief of debtors, seeking to demand repayment have an order for relief entered with respect to Seller, Servicer or Subservicer, or seeking to adjudicate Seller, Servicer or Subservicer a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Seller, Servicer or Subservicer or their respective debts, or (ii) seeking appointment of the Total Indebtedness at any time as provided in this Agreementa receiver, if any one trustee, custodian or more of the following Events of Default shall occurother similar official for Seller, that is to say :-
(a) if the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay Servicer or otherwise discharge when due, any sum of moneys, whether principal, interest, fees Subservicer or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment of all or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they maturerespective assets, or enters into composition Seller, Servicer or arrangement with its or their creditors or makes Subservicer shall make a general assignment for the benefit of its creditors; or their creditors (2) there shall be commenced against Seller, Servicer or if Subservicer any case, proceeding or other action of a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
nature referred to in clause (1) above which (i) if results in the Mortgagor and/or Borrower and/or Guarantor dies entry of an order for relief or is declared by any such adjudication or appointment, or (ii) remains undismissed, undischarged or unbonded for a court period of competent jurisdiction to thirty (30) days; or (3) there shall be insane commenced against Seller, Servicer or otherwise incapable Subservicer any case, proceeding or other action seeking issuance of handling his affairs a warrant of attachment, execution, distraint or lack capacity within the meaning similar process against all or substantially all of the Mental Capacity Act 2008 assets of Seller, Servicer or leave or abscond from Singapore permanently Subservicer that results in the entry of an order for any reason whatsoever;
such relief which shall not have been vacated, discharged, stayed, satisfied or bonded pending appeal within thirty (j30) if days from the entry thereof; or (4) Seller, Servicer or Subservicer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in (other than in connection with a notice or proposal for compulsory acquisition final settlement), any of the Property acts set forth in clauses (1), (2) or any part thereof (3) above; or (5) Seller, Servicer or Subservicer shall generally not, or shall be issued unable to, or made under shall admit in writing its, his, her or by virtue their inability to pay its, his, her or their debts as they become due; or one or more judgments or decrees in an aggregate amount in excess of any ordinance Act of Parliament five hundred thousand dollars ($500,000) shall be entered against Seller and all such judgments or other statutory provision;
decrees shall not have been vacated, discharged, stayed, satisfied or bonded pending appeal within thirty (k30) if without days after the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases entry thereof; or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for f)For any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if Purchase Document at any time shall not be in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation full force and effect in all material respects or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender not be enforceable in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised material respects in accordance with its terms, or any party thereto (other than Purchaser) shall seek to disaffirm, terminate, limit or reduce its obligations thereunder; or (g)Seller, Servicer or Subservicer shall grant, or suffer to exist, any lien on any Mortgage Loan or the provisions servicing rights relating thereto; or (h)Purchaser shall have determined that a material adverse effect has occurred with respect to Seller, Servicer or Subservicer; or (i)There shall occur the initiation of this Clause.
(4) Any surplus arising from the sale any investigation, audit, examination or review of the Property may be retained Seller or Servicer by the Lender, instead of being paid any governmental authority or government-sponsored enterprise or any trade association or consumer advocacy group relating to the Mortgagor and/or origination, sale or servicing of Mortgage Loans by Seller or Servicer or the Borrower business operations of Seller or Servicer, with the exception of normally scheduled audits or examinations by Seller’s or Servicer’s regulators, if Purchaser believes that such investigation, audit, examination, or review is likely to any person entitled to the Property, and may be applied by the Lender result in satisfaction a Material Adverse Effect; or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the (j)Any Mortgage is securityLoan shall become a Four-Year Mortgage Loan. 1.
Appears in 1 contract
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the The following events shall be considered Events of Default shall occur, that is with respect to say this Note:-
(a) if The Company shall default in the Mortgagor and/or payment of any part of the Borrower and/or principal or unpaid accrued interest on the Guarantor Note for more than thirty (30) days after the same shall fail to pay or otherwise discharge when due, any sum of moneysbecome due and payable, whether principal, interest, fees at maturity or at a date fixed for prepayment or by acceleration or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if The Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a demand is made voluntary petition for payment bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or of any substantial part of the moneys for properties of the time being owing and unpaid and Company, or the Mortgagor and/or Company or its respective directors or majority stockholders shall take any action looking to the Borrower and/or dissolution or liquidation of the Guarantor default in payment thereof as demandedCompany;
(c) if Within thirty (30) days after the commencement of any representation proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or warranty made in similar relief under any present or in pursuance future statute, law or regulation, such proceeding shall not have been dismissed or, within thirty (30) days after the appointment without the consent or acquiescence of this Agreement the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the Security Documents or in any certificateproperties of the Company, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively such appointment shall be or become incorrect in any material respectnot have been vacated;
(d) if Any default or defined event of default shall occur under any agreement to which the Mortgagor and/or the Borrower and/or the Guarantor default in the due performance Company or any of any undertaking, condition or obligation on their part to be performed and observed hereunder its subsidiaries is a party that evidences indebtedness of Five Hundred Thousand Dollars (other than the payment of any sum due as aforesaid$500,000) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;more; or
(e) if The Company shall fail to observe or perform any encumbrances shall take possession other obligation to be observed or a receiver and/or manager or other similar officer is appointed of the whole of the undertakingperformed by it under this Note, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
other agreement with Intrexon, within thirty (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (530) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or after written notice from Intrexon to perform and or observe their obligations under this Agreement or the Security Documents as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor become insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018;
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or
(ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waivedobligation.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
Sources: Exclusive Channel Collaboration Agreement (Carisma Therapeutics Inc.)
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more Each of the following Events events shall constitute an event of Default shall occur, that is to say :-default ("Event of Default"):
(a) if a. default in the Mortgagor and/or the Borrower and/or the Guarantor shall fail to pay or otherwise discharge payment when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the Security Documents;
(b) if a demand is made for payment due of all or any part of the moneys principal of or interest on any Loan (whether at the stated maturity thereof or at any other time provided for the time being owing in this Agreement) or other Obligation payable hereunder or under any other Loan Document and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor in respect of any interest payments, such default in payment thereof as demandedis not cured within five (5) Business Days of such due date;
b. default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty (c30) if days after written notice thereof is given to the Borrower by the Lender;
c. any representation or warranty made in herein or in pursuance any other Loan Document or in any certificate furnished to the Lender pursuant hereto or thereto proves untrue in any material respect as of this Agreement the date of the issuance or making or deemed making thereof;
d. any of the Loan Documents, or any material provision thereof, shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or Borrower takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respectits obligations thereunder;
(d) if the Mortgagor and/or the Borrower and/or the Guarantor e. default in the due performance of any undertaking, condition or obligation on their part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or shall occur under any other Indebtedness of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given Borrower to the Mortgagor and/or the Borrower and/or the Guarantor written notice of such default;
(e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(gi) if legal any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed against Borrower, or against any of their respective Property, in an aggregate amount for all such Persons in excess of $250,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 30 days, or any action shall be legally taken by a judgment creditor to attach or levy upon any Property of Borrower to enforce any such judgment, or (ii) Borrower shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Mortgagor and/or the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may bediligently pursued;
▇. ▇▇▇▇▇▇▇▇ shall (hi) if have entered involuntarily against it an order for relief under the Mortgagor and/or the Borrower and/or the Guarantor become insolvent Bankruptcy Code, as amended, which order is undismissed or is unable unstayed for a period of 60 days, (ii) not pay, or deemed unable to pay its or their debts or admits admit in writing its or their inability to pay the pay, its or their debts generally as they maturebecome due, or enters into composition or arrangement with its or their creditors or makes a general (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its or their creditors or if a statutory demand is issued or Property, (v) institute any proceeding seeking to have entered against it an application shall have been presented order for the bankruptcy of the Mortgagor and/or the Borrower and/or the Guarantor relief under the provisions Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the Insolvencymaterial allegations of any such proceeding filed against it, Restructuring and Dissolution Act 2018;
(vi) take any corporate or similar action in furtherance of any matter described in parts (i) if the Mortgagor and/or Borrower and/or Guarantor dies through (v) above, or is declared by a court of competent jurisdiction (vii) fail to be insane contest in good faith any appointment or otherwise incapable of handling his affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever;
(j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent of the Lender, the Mortgagor and/or the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business;
(l) if any provision of proceeding described in this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
(i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Propertyparagraph; or
(ii) if the value of the Property h. a custodian, receiver, trustee, examiner, liquidator or similar official shall fall below what the Lender in its discretion consider to be an adequate security margin appointed for Borrower, or any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive substantial part of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived.
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the its Property, and may be applied by the Lender in satisfaction such appointment continues undischarged or in reduction such proceeding continues undismissed or unstayed for a period of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security60 days.
Appears in 1 contract
Sources: Secured Revolving Line of Credit Loan Agreement (Loop Media, Inc.)
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more Each of the following Events events shall constitute an "Event of Default shall occur, that is to say :-
(a) if the Mortgagor and/or the Default" hereunder: The Borrower and/or the Guarantor shall fail to pay any principal of any Advance when the same becomes due and payable, or otherwise discharge when due, shall fail to pay interest thereon or any sum of moneys, whether principal, interest, fees or otherwise, other amount payable under this Agreement and/or any of within three Business Days after the Security Documents;
(b) if a demand is made for payment of all same becomes due and payable; or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any Any representation or warranty made in by the Borrower herein or in pursuance of this Agreement by the Borrower (or any of the Security Documents or in any certificate, statement or other document delivered its officers) in connection with the execution and delivery hereof this Agreement shall prove to have been incorrect or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect misleading in any material respect;
respect when made; or The Borrower shall fail to perform or observe (di) if the Mortgagor and/or the Borrower and/or the Guarantor default any term, covenant or agreement contained in the due performance of Section 5.01(b), or 5.02 or (ii) any undertakingother term, condition covenant or obligation agreement contained in this Agreement on their its part to be performed and or observed hereunder (if the failure to perform or observe such other than the payment of any sum due as aforesaid) term, covenant or under any of the Security Documents and such default (if capable of being rectified) agreement shall not be rectified remain unremedied for a period of seven (7) 30 days after the Lender written notice thereof shall have been given to the Mortgagor and/or Borrower by the Administrative Agent or any Lender; or The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower and/or that is outstanding in a principal amount in excess of $50,000,000 in the Guarantor written notice of such default;
aggregate (ebut excluding Debt hereunder) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of when the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor same becomes due and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever payable (whether criminal by scheduled maturity, required prepayment, acceleration, demand or civil) are instituted against otherwise), and such failure shall continue after the Mortgagor and/or applicable grace period, if any, specified in the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability agreement or instrument relating to repay the Facilities hereunder such Debt; or to perform and observe their obligations under this Agreement The Borrower, any Significant Subsidiary or the Security Documents Entergy New Orleans shall generally not pay its debts as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor such debts become insolvent due, or is unable or deemed unable shall admit in writing its inability to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they maturegenerally, or enters into composition or arrangement with its or their creditors or makes shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or their creditors reorganization or if relief of debtors, or seeking the entry of an order for relief or the appointment of a statutory demand is issued receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an application order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been presented for the bankruptcy commenced by any creditor upon such judgment or order or (ii) there shall be any period of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions 10 consecutive Business Days during which a stay of the Insolvencyenforcement of such judgment or order, Restructuring and Dissolution Act 2018;by reason of a pending appeal or otherwise, shall not be in effect; or
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning An ERISA Plan of the Mental Capacity Act 2008 Borrower or leave or abscond from Singapore permanently any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any reason whatsoever;
(jplan year or a waiver of such standard is sought or granted under Section 412(d) if a notice or proposal for compulsory acquisition of the Property Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent ERISA Affiliate of the LenderBorrower is, shall have been or will be terminated or the Mortgagor and/or subject of termination proceedings under ERISA, or (iii) the Borrower and/or or any ERISA Affiliate of the Guarantor ceases Borrower has incurred or threatens will incur a liability to cease to carry or on its business;
(l) if any provision account of this Agreement an ERISA Plan under Section 4062, 4063 or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency 4064 of any state seizes, compulsorily acquires, expropriates or nationalises all ERISA and there shall result from such event either a liability or a material part risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the assets properties Borrower or shares any ERISA Affiliate of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisenoccurred, which and in the reasonable opinion case of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if any event described in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
clauses (i) through (iv), (A) such event (if at any time in correctable) shall not have been corrected and (B) the sole opinion of the Lender the then-present value of such ERISA Plan's vested benefits exceeds the Property depreciates to then-current value of assets accumulated in such an extent that it is no longer an adequate security for the moneys secured ERISA Plan by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit more than the amount of $25,000,000 (or in the moneys secured under any mortgage by reference to case of an ERISA Termination Event involving the value withdrawal of the Property; or
a "substantial employer" (iias defined in Section 4001(a)(2) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authorityERISA), the continuation withdrawing employer's proportionate share of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness excess shall become immediately due and payable without any demand or notice which is hereby expressly waivedexceed such amount).
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
Appears in 1 contract
▇▇▇▇▇▇ of Default. (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more Each of the following Events events shall constitute an "Event of Default shall occur, that is to say :-
(a) if the Mortgagor and/or the Default" hereunder: The Borrower and/or the Guarantor shall fail to pay any principal of any Advance when the same becomes due and payable, or otherwise discharge when due, shall fail to pay interest thereon or any sum of moneys, whether principal, interest, fees or otherwise, other amount payable under this Agreement and/or any of within three Business Days after the Security Documents;
(b) if a demand is made for payment of all same becomes due and payable; or any part of the moneys for the time being owing and unpaid and the Mortgagor and/or the Borrower and/or the Guarantor default in payment thereof as demanded;
(c) if any Any representation or warranty made in by the Borrower herein or in pursuance of this Agreement by the Borrower (or any of the Security Documents or in any certificate, statement or other document delivered its officers) in connection with the execution and delivery hereof this Agreement shall prove to have been incorrect or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect misleading in any material respect;
respect when made; or The Borrower shall fail to perform or observe (di) if the Mortgagor and/or the Borrower and/or the Guarantor default any term, covenant or agreement contained in the due performance of Section 5.01(b), 5.01(d) or 5.02 or (ii) any undertakingother term, condition covenant or obligation agreement contained in this Agreement on their its part to be performed and or observed hereunder (if the failure to perform or observe such other than the payment of any sum due as aforesaid) term, covenant or under any of the Security Documents and such default (if capable of being rectified) agreement shall not be rectified remain unremedied for a period of seven (7) 30 days after the Lender written notice thereof shall have been given to the Mortgagor and/or Borrower by the Administrative Agent or any Lender; or The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower and/or that is outstanding in a principal amount in excess of $50,000,000 in the Guarantor written notice of such default;
aggregate (ebut excluding Debt hereunder) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of when the whole of the undertaking, property or assets or any part thereof of the Mortgagor and/or the Borrower and/or the Guarantor;
(f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Mortgagor and/or the Borrower and/or the Guarantor same becomes due and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender;
(g) if legal proceedings suits or actions of any kind whatsoever payable (whether criminal by scheduled maturity, required prepayment, acceleration, demand or civil) are instituted against otherwise), and such failure shall continue after the Mortgagor and/or applicable grace period, if any, specified in the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect their ability agreement or instrument relating to repay the Facilities hereunder such Debt; or to perform and observe their obligations under this Agreement The Borrower, any Significant Subsidiary or the Security Documents Entergy New Orleans shall generally not pay its debts as the case may be;
(h) if the Mortgagor and/or the Borrower and/or the Guarantor such debts become insolvent due, or is unable or deemed unable shall admit in writing its inability to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they maturegenerally, or enters into composition or arrangement with its or their creditors or makes shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or their creditors reorganization or if relief of debtors, or seeking the entry of an order for relief or the appointment of a statutory demand is issued receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an application order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been presented for the bankruptcy commenced by any creditor upon such judgment or order or (ii) there shall be any period of the Mortgagor and/or the Borrower and/or the Guarantor under the provisions 10 consecutive Business Days during which a stay of the Insolvencyenforcement of such judgment or order, Restructuring and Dissolution Act 2018;by reason of a pending appeal or otherwise, shall not be in effect; or
(i) if the Mortgagor and/or Borrower and/or Guarantor dies or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his affairs or lack capacity within the meaning An ERISA Plan of the Mental Capacity Act 2008 Borrower or leave or abscond from Singapore permanently any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any reason whatsoever;
(jplan year or a waiver of such standard is sought or granted under Section 412(d) if a notice or proposal for compulsory acquisition of the Property Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision;
(k) if without the prior written consent ERISA Affiliate of the LenderBorrower is, shall have been or will be terminated or the Mortgagor and/or subject of termination proceedings under ERISA, or (iii) the Borrower and/or or any ERISA Affiliate of the Guarantor ceases Borrower has incurred or threatens will incur a liability to cease to carry or on its business;
(l) if any provision account of this Agreement an ERISA Plan under Section 4062, 4063 or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable;
(m) if any state or agency 4064 of any state seizes, compulsorily acquires, expropriates or nationalises all ERISA and there shall result from such event either a liability or a material part risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the assets properties Borrower or shares any ERISA Affiliate of the Mortgagor and/or the Borrower and/or the Guarantor;
(n) if a situation shall have arisenoccurred, which and in the reasonable opinion case of the Lender shall make it improbable that the Mortgagor and/or the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be;
(o) if any event described in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Mortgagor and/or the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances -
clauses (i) through (iv), (A) such event (if at any time in correctable) shall not have been corrected and (B) the sole opinion of the Lender the then-present value of such ERISA Plan's vested benefits exceeds the Property depreciates to then-current value of assets accumulated in such an extent that it is no longer an adequate security for the moneys secured ERISA Plan by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit more than the amount of $25,000,000 (or in the moneys secured under any mortgage by reference to case of an ERISA Termination Event involving the value withdrawal of the Property; or
a "substantial employer" (iias defined in Section 4001(a)(2) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin any point of time during the duration of the Facilities granted herein; or
(iii) if owing to any change of law or directive of any competent authorityERISA), the continuation withdrawing employer's proportionate share of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness excess shall become immediately due and payable without any demand or notice which is hereby expressly waivedexceed such amount).
(2) In the event of the occurrence of an Event of Default before the Facilities or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice.
(3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause.
(4) Any surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Mortgagor and/or the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any money owing by the Mortgagor and the Borrower to the Lender either alone or jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Mortgagor and/or the Borrower is in default in paying the money secured or of any other liabilities for which the Mortgage is security.
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Sources: Credit Agreement (Entergy Corp /De/)