Cross-Default Sample Clauses

Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.
Cross-Default. a(i) Any The Borrower shall fail to make any payment in respect of Indebtedness under any Working Capital Credit Facility which results in the acceleration of the maturity of such Indebtedness; or (ii) the Borrower or any Major Significant Subsidiary that is a Wholly Owned Subsidiary shall fail to pay make any principal payment in respect of Indebtedness, SWAP Obligations or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal Synthetic Lease Obligations (other than the Notes) if the aggregate amount of at least the Requisite Amount in the aggregate such payment is equal to or greater than $25,000,000 when due (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the any applicable grace period); or (iii) any Significant Subsidiary that is a Partially Owned Subsidiary shall fail to make any payment in respect of Indebtedness, if any, specified in the agreement SWAP Obligations or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be madeSynthetic Lease Obligations, in each case prior that are Guaranteed by the Borrower, if the aggregate amount of such payment is equal to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary greater than $25,000,000 when due (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the any applicable grace period, if any, specified ); or (iv) any event or condition shall occur which results in the agreement acceleration of the maturity of Indebtedness, SWAP Obligations or instrument relating Synthetic Lease Obligations in the aggregate outstanding (other than the Notes) equal to such Indebtedness for Borrowed Money unless adequate provision for or greater than $100,000,000 of the payment Borrower or any Significant Subsidiary that is a Wholly Owned Subsidiary (including, without limitation, any required mandatory prepayment or put of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent Borrower or any Significant Subsidiary that is a Wholly Owned Subsidiary) or enables (or, with the giving of its Major Subsidiaries notice or lapse of time or both, would enable) the holders of such Indebtedness, SWAP Obligations or Synthetic Lease Obligations (or commitment with respect thereto) or any Person acting on such holders behalf to accelerate the maturity thereof or terminate any such commitment (including, without limitation, any required mandatory prepayment or put of such Indebtedness to the Borrower or any Significant Subsidiary that is a Wholly Owned Subsidiary); or (v) any event or condition shall admit occur which results in writing its inability the acceleration of the maturity of Indebtedness, SWAP Obligations or Synthetic Lease Obligations in the aggregate outstanding (other than the Notes) of any Significant Subsidiary that is a Partially Owned Subsidiary the Guaranteed Amount of which is equal to pay its debts generally as they become due.or greater than $100,000,000 (including, without limitation, any required mandatory prepayment or put of such Indebtedness to any Significant Subsidiary that is a Partially Owned Subsidiary) or enables (or, with the giving of notice or lapse of time or both, would enable) the holders of such Indebtedness, SWAP Obligations or Synthetic Lease Obligations (or commitment with respect thereto) or any Person acting on such holders behalf to accelerate the maturity thereof or terminate any such commitment (including, without limitation, any required mandatory prepayment or put of such Indebtedness to any Significant Subsidiary that is a Partially Owned Subsidiary); or
Cross-Default. a(i) Any Borrower The Company shall default under (A) any Secured Note, or (B) its payment obligations pursuant to any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)Transaction Document, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness continues for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payablefive Business Days thereafter, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to ii) the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent Company or any of its Major Subsidiaries shall admit default under any other agreement, bond, debenture, note or other evidence of indebtedness for money borrowed, under any guaranty or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company or any of its Subsidiaries, whether such indebtedness now exists or shall hereafter be created, including but not limited to, default under the Permitted Existing Secured Indebtedness, which default (other than a default under a Secured Note) pursuant to clause (ii) shall have resulted in writing its inability indebtedness of at least $250,000 being due and payable prior to pay its debts generally as they the date on which it would otherwise become due.due and payable;
Cross-Default. a) Any Borrower default by the Company or any Major Significant Subsidiary shall fail with respect to pay any principal mortgage, agreement or other instrument under which there is outstanding, or by which there is secured or evidenced, any indebtedness for borrowed money incurred or guaranteed by the Company and/or any such Significant Subsidiary in excess of US$50 million (or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount foreign currency equivalent thereof) in the aggregate aggregate, whether such indebtedness now exists or shall hereafter be created, (but excluding A) resulting in such indebtedness arising hereunder) of such Borrower becoming or such Major Subsidiary (as the case may be), when the same becomes being declared due and payable before its maturity or (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and B) constituting a failure to pay such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be indebtedness when due and payable, whether at its stated maturity, upon required repurchase, upon acceleration or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be madeotherwise, in each case prior to the stated maturity thereof as a result of a breach by in accordance with such Borrower or such Major Subsidiary (as the case may be) of the mortgage, agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.instrument; or
Appears in 4 contracts
Cross-Default. a(i) Any The Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money its Debt which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Debt of the Requisite Amount Borrower and its Subsidiaries so in the aggregate default (but excluding indebtedness arising Debt owing to the Lenders hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Debt; (ii) any such payment has been made in form and substance satisfactory other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary its Subsidiaries which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Debt of the Requisite Amount Borrower and its Subsidiaries so in default (but excluding Debt owing to the aggregate Lenders hereunder), and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the stated maturity thereof; or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment); provided that, redeemedfor purposes of this paragraph (f), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money the principal amount of the obligations in respect of Hedging Arrangements at any time shall be the Swap Termination Value that would be required to be made, in each case prior to the stated maturity thereof as a result of a breach by paid if such Borrower or Hedging Arrangements were terminated at such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.time;
Cross-Default. a(i) Any the Borrower or any Major Subsidiary of its Material Subsidiaries shall fail to pay make any principal of or premium or interest payment on any recourse Indebtedness for Borrowed Money of the Borrower or any such Material Subsidiary (other than the Obligations (except Obligations under Secured Cash Management Agreements and Secured Hedge Agreements, which is outstanding are expressly covered by this clause (e))) or any Guaranty Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount in excess of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), $50,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand demand, early termination event or otherwise), and such failure (ii) any other event shall continue after the applicable grace period, if any, specified in the occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness for Borrowed Money unless adequate provision for or (iii) any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower shall become or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof thereof; provided that clauses (ii) and (iii) above shall not apply to secured Indebtedness that becomes due as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating to assets securing such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.Indebtedness; or
Cross-Default. a) Any Borrower Except to the extent resulting or arising from the Cases, the Company or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as i) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) (A) in respect of any Indebtedness under the DIP Term Loan Facility or in respect of any other Indebtedness (other than Indebtedness hereunder) (which, in the case of Indebtedness of any Chapter 11 Filer, was incurred post-petition) the outstanding principal amount of which exceeds $15,000,000, in the case of the Company (for so long as it is not a Debtor) or any Non-Debtor Subsidiary or $5,000,000, in the case of any Debtor, or (B) in respect of any Guarantee (other than Guarantees permitted under Section 6.03(s)) of Indebtedness (which, in the case of Indebtedness of any Chapter 11 Filer, was incurred post-petition) the outstanding principal amount of which exceeds $15,000,000, in the case of the Company (for so long as it is not a Debtor) or any Non-Debtor Subsidiary or $5,000,000, in the case of any Debtor, or (ii) fails to observe or perform any other agreement or condition relating to any Indebtedness referred to in clause (i)(A) above (including under the DIP Term Loan Facility) or Guarantee Obligation referred to in clause (i)(B) above, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (including under the DIP Term Loan Facility) or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required (but after the expiration of all grace periods applicable thereto), such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to its Stated Maturity or such Guarantee Obligation to become payable; provided, that this clause (e) shall not apply to (A) any default under the stated maturity thereof 2015 Notes so long as the holders of the 2015 Notes are not exercising, and (other than in respect of the Company) are not permitted, by operation of Law or contract, to exercise, remedies with respect to the Indebtedness owing thereunder or collateral pledged in support thereof, (B) the failure to pay any Existing Primed Secured Facility due to compliance with Section 2.08(a) hereof, and (C) secured Indebtedness that becomes due as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that for purposes of this Section 7.01(e) no default shall be deemed to have occurred with respect to the 2027 Notes solely due to the acceleration in and of itself of the Indebtedness owing under the 2015 Notes so long as (x) the holders of the 2015 Notes are not permitted, by operation of Law or contract, to exercise remedies (other than in respect of the Company) with respect to the Indebtedness owing thereunder or collateral pledged in support thereof and (y) no actions are being taken with respect to the 2027 Notes by the holders thereof which such Indebtedness for Borrowed Money and holders have the right to take by operation of Law or contract; provided, further, that no Event of Default shall be deemed to have occurred under this Section 7.01(e) unless such failure shall continue after is unremedied and is not waived, or subject to forbearance, by the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment holders of such Indebtedness for Borrowed Money has been made in form and substance satisfactory prior to any termination of the Commitments or acceleration of the Loans pursuant to the Required Lenders. (c) Parent or any final paragraph of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.this Section 7.01; or
Cross-Default. a) Any Borrower Except to the extent resulting or arising from the Cases, the Company or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as i) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) (A) in respect of any Indebtedness under the DIP ABL Facility or in respect of any other Indebtedness (other than Indebtedness hereunder) (which, in the case of Indebtedness of any Chapter 11 Filer, was incurred post-petition) the outstanding principal amount of which exceeds $15,000,000, in the case of the Company (for so long as it is not a Debtor) or any Non-Debtor Subsidiary or $5,000,000, in the case of any Debtor, or (B) in respect of any Guarantee (other than Guarantees permitted under Section 7.03(s)) of Indebtedness (which, in the case of Indebtedness of any Chapter 11 Filer, was incurred post-petition) the outstanding principal amount of which exceeds $15,000,000, in the case of the Company (for so long as it is not a Debtor) or any Non-Debtor Subsidiary or $5,000,000, in the case of any Debtor, or (ii) fails to observe or perform any other agreement or condition relating to any Indebtedness referred to in clause (i)(A) above (including under the DIP ABL Facility) or Guarantee Obligation referred to in clause (i)(B) above, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (including under the DIP ABL Facility) or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required (but after the expiration of all grace periods applicable thereto), such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to its Stated Maturity or such Guarantee Obligation to become payable; provided, that this clause (e) shall not apply to (A) any default under the stated maturity thereof 2015 Notes so long as the holders of the 2015 Notes are not exercising, and (other than in respect of the Company) are not permitted, by operation of Law or contract, to exercise, remedies with respect to the Indebtedness owing thereunder or collateral pledged in support thereof, (B) the failure to pay any Existing Primed Secured Facility due to compliance with Section 2.03(b) hereof and (C) secured Indebtedness that becomes due as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that for purposes of this Section 8.01(e), no default shall be deemed to have occurred with respect to the 2027 Notes solely due to the acceleration in and of itself of the Indebtedness owing under the 2015 Notes, so long as (x) the holders of the 2015 Notes are not permitted, by operation of Law or contract, to exercise remedies (other than in respect of the Company) with respect to the Indebtedness owing thereunder or collateral pledged in support thereof and (y) no actions are being taken with respect to the 2027 Notes by the holders thereof which such Indebtedness for Borrowed Money and holders have the right to take by operation of Law or contract; provided, further, that no Event of Default shall be deemed to have occurred under this Section 8.01(e) unless such failure shall continue after is unremedied and is not waived, or subject to forbearance, by the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment holders of such Indebtedness for Borrowed Money has been made in form and substance satisfactory prior to any termination of the Required Lenders. (c) Parent NM Commitments or any acceleration of its Major Subsidiaries shall admit in writing its inability the Loans pursuant to pay its debts generally as they become due.Section 8.02; or
Cross-Default. (a) Any The Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness Indebtedness arising hereunder) of such the Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any the Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such the Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Borrower or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Material Indebtedness (other than the Obligations), or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness beyond the applicable grace period with respect thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of the applicable grace period with respect thereto, to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Material Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of a the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, and further provided that the occurrence of any event of default under the Term Loan Agreement by virtue of the breach of any financial maintenance covenant contained in Section 7.11 of the Term Loan Agreement (or any other financial maintenance covenant from time to time in effect under the Term Loan Agreement and not contained in this Agreement) shall not constitute an Event of Default until the earliest of (x) sixty (60) days after the date of such breach (during which period such breach is not waived by such Borrower the lenders under the Term Loan Agreement or such Major Subsidiary breach is not cured pursuant to Section 8.05 of the Term Loan Agreement), or (y) the acceleration of the obligations under the Term Loan Agreement, or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified defined in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Intercreditor Agreement as in effect on the payment Closing Date) by the Term Loan Agent and/or the Term Loan Lenders under the Term Loan Agreement as a result of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.breach; or
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Company or any of its Major Subsidiaries subsidiaries shall admit default under (i) any Company Note or (ii) any other bond, debenture, note or other evidence of indebtedness for money borrowed, under any guarantee or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company or any of its subsidiaries, whether such indebtedness now exists or shall hereafter be created, which default (other than a default under a Company Note) shall have resulted in writing its inability indebtedness of at least $100,000 being due and payable prior to pay its debts generally as they the date on which it would otherwise become due.due and payable and shall not have been cured by the Company or waived by the lender; or
Cross-Default. a) Any The Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness Indebtedness arising hereunder) of such the Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any the Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such the Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Borrower or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.
Cross-Default. aIf there occurs: (i) Any Borrower or a failure by any Major Subsidiary shall fail Obligor to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount Debt exceeding $100,000 in the aggregate (but excluding indebtedness arising hereunder) at the stated maturity thereof or as a result of such Borrower or such Major Subsidiary (as which, the case creditor may be), when declare the same becomes principal thereof to be due and payable (whether by scheduled maturityprior to the stated maturity thereof, required prepayment, acceleration, demand or otherwise), any event shall occur and such failure shall continue after the applicable grace period, period (if any, ) specified in the any agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money debt of any Borrower or Obligor to any Major Subsidiary Person, the effect of which is outstanding in a to permit the holder of such debt to declare the principal amount of at least the Requisite Amount in the aggregate shall be declared thereof to be due and payable, payable prior to its stated maturity; or required (ii) a failure by any Obligor to perform or observe any covenant or agreement to be prepaid (performed or observed by it contained in any other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or in any instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or evidencing any of its Major Subsidiaries shall admit Debt exceeding $100,000, the effect of which has resulted in writing the holder of such Debt declaring the principal amount thereof to be due and payable prior to its inability to pay its debts generally as they become duestated maturity.
Cross-Default. a) Any Borrower The Company or any Major Subsidiary of its Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which Debt that is outstanding in a principal or notional amount of at least the Requisite Amount $125,000,000 in the aggregate (but excluding indebtedness arising hereunder) of such Borrower the Company or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such payment has been made Debt and shall continue after the applicable grace period, if any, specified in form and substance satisfactory such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the Required Lenders. (b) Any Indebtedness for Borrowed Money acceleration of, the maturity of any Borrower such Debt; or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money Debt shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.thereof,; or
Cross-Default. a(i) Any The Borrower or any Major Subsidiary shall fail of its Subsidiaries: (A) fails to pay make any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), payment when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise)) in respect of any Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, and such failure shall continue after not be duly and properly waived, cured or otherwise remedied prior to the expiry of the applicable grace period, period (if any, ) specified in the Instrument or Instruments relating thereto; or (B) fails to observe or perform any other agreement or instrument condition relating to any such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or contained in any Instrument or Instruments evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) (or a scheduled required prepaymenttrustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money maturity, and such failure shall continue after not be duly and properly waived, cured or otherwise remedied prior to the expiry of the applicable grace period, period (if any, ) specified in the agreement Instrument or instrument Instruments relating thereto; provided, however, that this subclause (B) shall not be applicable to any event constituting the voluntary Disposition of Property securing Indebtedness, if such Indebtedness for Borrowed Money unless adequate provision for Disposition is permitted hereunder and under the payment documents evidencing or governing such Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Indebtedness for Borrowed Money has been made in form and substance satisfactory Swap Contract as to which the Required Lenders. (c) Parent Borrower or any of its Major Subsidiaries Subsidiary is the Defaulting Party (as defined in such Swap Contract), or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) any "Amortization Event" under any Permitted Receivables Transaction shall admit in writing its inability to pay its debts generally at any time occur and shall be continuing; or (iv) the Borrower shall at any time be removed as they become due.the "Servicer" under any Permitted Receivables Transaction; or
Cross-Default. aAfter the Petition Date, (i) Any Borrower any Loan Party shall default under or any Major Subsidiary shall otherwise fail to pay perform any principal of or premium or interest on its obligations under any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payablePostpetition Loan Document, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may beii) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent any Loan Party or any of its Major Subsidiaries shall admit in writing default under any other agreement, bond, debenture, note or other evidence of Indebtedness for money borrowed, under any guaranty or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any Indebtedness for money borrowed by any Loan Party or any of its inability to pay its debts generally as they become due.Subsidiaries, whether such Indebtedness now exists or shall hereafter be created, including but not limited to, default under the obligations secured by any Permitted Lien;
Cross-Default. a(i) Any the Borrower or any Major Subsidiary of its Material Subsidiaries shall fail to pay make any principal of or premium or interest payment on any recourse Indebtedness for Borrowed Money of the Borrower or any such Material Subsidiary (other than the Obligations (except Obligations under Secured Cash Management Agreements and Secured Hedge Agreements, which is outstanding are expressly covered by this clause (e))) or any Guaranty Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount in excess of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), $35,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand demand, early termination event or otherwise), and such failure (ii) any other event shall continue after the applicable grace period, if any, specified in the occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness for Borrowed Money unless adequate provision for or (iii) any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower shall become or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof thereof; provided that clauses (ii) and (iii) above shall not apply to secured Indebtedness that becomes due as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating to assets securing such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.Indebtedness; or
Cross-Default. a) Any There occurs with respect to any Indebtedness of the Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be)its Subsidiaries, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any now exists or shall hereafter be created, (i) an event of default that has caused the lender or holder thereof to declare, or permitted the lender or holder thereof to declare, such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payablepayable prior to its Stated Maturity and such event of default has not been cured or waived within thirty (30) days or such Indebtedness has been accelerated (ii) except as provided in clause (iii) below, the failure to make a principal payment (after giving effect to any applicable grace period provided in such Indebtedness) and such defaulted payment shall not have been made, waived or required extended within thirty (30) days of such payment default or (iii) the failure to be prepaid make a principal payment at the final (other than by a scheduled required prepaymentbut not any interim) fixed maturity; provided that the foregoing shall only apply to the extent such event of default or failure to pay related to (a) Indebtedness outstanding in an aggregate principal amount of $10,000,000 or more or (b) any Contractual Obligations evidencing Indebtedness (whether funded or unfunded), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace periodwhich, if anyfully funded, specified in the agreement would be equal or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.exceed $10,000,000; or
Cross-Default. a(i) Any Parent, the Borrower or any Major Material Subsidiary shall fail fails to pay make any payment of principal of or premium or interest on in respect of any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (Material Indebtedness, when and as the case may be), when the same becomes shall become due and payable (whether by after giving effect to any applicable grace periods), (ii) any event or condition occurs that results in any Material Indebtedness (A) becoming due prior to its scheduled maturity or (B) that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness, or any trustee or agent on its or their behalf, to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure ; provided that this subsection (e)(ii) shall continue after the applicable grace period, if any, specified in the agreement or instrument relating not apply to such (x) secured Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be that becomes due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating to assets securing such Indebtedness for Borrowed Money if such secured Indebtedness is paid when due (including the Existing WC Credit Agreement) or (y) any change of control offer under the WC Notes arising in connection with the Acquisition, (iii) any termination event or event of like import occurs under any Receivables Purchase Facility having a principal amount or committed amount in excess of $150,000,000, that (1) terminates, or permits the investors under any Receivables Purchase Facility to terminate, the reinvestment of collections or proceeds of Receivables and such failure shall continue after Related Security under any Receivables Purchase Document (other than a termination resulting solely from the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment request of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit Subsidiaries) or (2) causes the replacement of, or permits the investors under any Receivables Purchase Facility to replace, the Person then acting as servicer for such Receivables Purchase Facility, if the Person then acting as servicer is a Loan Party or an Affiliate of a Loan Party or (iv) there occurs under any Swap Contract an early termination date resulting from (x) any event of default under such Swap Contract as to which Parent, the Borrower or any Material Subsidiary is the defaulting party thereunder or (y) any termination event under such Swap Contract as to which Parent, the Borrower or any Material Subsidiary is an affected party thereunder and, in writing its inability to pay its debts generally either event, the Swap Termination Value owed by Parent, the Borrower or such Material Subsidiary as they become due.a result thereof is greater than $150,000,000;
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Company or any of its Major Subsidiaries subsidiaries shall admit default under any bond, debenture, note or other evidence of indebtedness for money borrowed, under any guarantee or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company or any of its subsidiaries, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in writing its inability indebtedness of at least $100,000.00 being due and payable prior to pay its debts generally as they the date on which it would otherwise become due.due and payable and shall not have been issued by the Company or waived by the lender; or
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any, (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) or any other event occurs (other than, with respect to Indebtedness consisting of swap agreements, termination events or equivalent events pursuant to the terms of such swap agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the stated maturity thereof voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further that a Default as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of Section 7.11 of the agreement ABL Credit Agreement shall not constitute an Event of Default under this Agreement unless and until the ABL Lenders have declared all amounts outstanding under the ABL Credit Agreement to be immediately due and payable or instrument relating all outstanding commitments thereunder to be immediately terminated, in each case in accordance with ABL Credit Agreement and such declaration has not been rescinded on or before such date; provided, further, that an Event of Default under, and as defined in the First Lien Credit Agreement, shall not in and of itself constitute an Event of Default under this paragraph unless (I) such failure results from the failure to pay at scheduled maturity any such Indebtedness under the First Lien Credit Agreement having an outstanding principal amount of not less than the Threshold Amount and such Indebtedness has become due and payable in accordance with its terms or (II) the Indebtedness under the First Credit Agreement has been accelerated (which acceleration shall not have been rescinded prior to such Indebtedness for Borrowed Money time) at which time such Event of Default under, and such failure shall continue after the applicable grace period, if any, specified as defined in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for First Lien Credit Agreement, shall constitute an Event of Default under this paragraph as of the payment date of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.acceleration; or
Cross-Default. a(i) Any The Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money its Debt which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Debt of the Requisite Amount Borrower and its Subsidiaries so in the aggregate default (but excluding indebtedness arising Debt owing to the Lenders hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Debt; (ii) any such payment has been made in form and substance satisfactory other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary its Subsidiaries which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Debt of the Requisite Amount Borrower and its Subsidiaries so in default (but excluding Debt owing to the aggregate Lenders hereunder), and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the stated maturity thereof; or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment); provided that, redeemedfor purposes of this paragraph (f), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money the principal amount of the obligations in respect of Hedging Arrangements at any time shall be the Swap Termination Value that would be required to be made, in each case prior to the stated maturity thereof as a result of a breach by paid if such Borrower or Hedging Arrangements were terminated at such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.time;
Cross-Default. aExcept for defaults occasioned by the filing of the Chapter 11 Cases and defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Credit Party from complying or permits any Credit Party not to comply, a default or breach occurs under any other agreement, document or instrument entered into either (x) Any Borrower Pre-Petition and which is affirmed after the Petition Date or is not subject to the automatic stay provisions of Section 362 of the Bankruptcy Code, or (y) Post-Petition, to which any Major Subsidiary shall fail Credit Party is a party that is not cured within any applicable grace period therefor, and such default or breach (i) involves the failure to pay make any principal payment when due in respect of or premium or interest on any Indebtedness for Borrowed Money which is outstanding or Guaranteed Indebtedness (other than the Obligations) of any Credit Party in a principal amount excess of at least the Requisite Amount $3,000,000 in the aggregate (but excluding indebtedness arising hereunderincluding (x) undrawn committed or available amounts and (y) amounts owing to all creditors under any combined or syndicated credit arrangements), or (ii) causes, or permits any holder of such Borrower Indebtedness or such Major Subsidiary (as the case may be)Guaranteed Indebtedness or a trustee to cause, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand Indebtedness or otherwise), and such failure shall continue after the applicable grace period, if any, specified Guaranteed Indebtedness or a portion thereof in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money excess of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount $3,000,000 in the aggregate shall be declared to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or cash collateral in respect thereof to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be madedemanded, in each case prior to the stated maturity thereof as a result case, regardless of a breach whether such rights are exercised by such Borrower holder or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.trustee;
Cross-Default. a(i) Any Borrower Failure by any Loan Party or any Major Subsidiary shall fail of its Restricted Subsidiaries to pay when due any principal of or premium or interest on or any other amount payable in respect of one or more items of Indebtedness for Borrowed Money which is (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding in a principal amount exceeding the Threshold Amount; or (ii) breach or default by any Loan Party or any of at least its Restricted Subsidiaries with respect to any other term of such Indebtedness described under the Requisite Amount in the aggregate foregoing clause (but excluding indebtedness arising hereunderi) pursuant to any loan agreement, mortgage, indenture or other agreement relating to such item(s) of such Borrower Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of obligations under any Hedge Agreement, termination events or such Major Subsidiary (as equivalent events pursuant to the case may beterms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), when in each case under the same becomes due foregoing clauses (i) and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwiseii), and such failure shall continue after beyond the applicable grace period, if any, specified in provided therefor, if the agreement effect of such breach or instrument relating default is to cause, or to permit the holder or holders of such Indebtedness for Borrowed Money unless adequate provision for any (or a trustee or agent on behalf of such payment has been made in form and substance satisfactory holder or holders) to the Required Lenders. (b) Any cause, such Indebtedness for Borrowed Money of any Borrower to become or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall to be declared to be due and payable, payable (or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased redeemable) or defeased, or require that an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case made prior to its stated maturity or the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the agreement voluntary sale or instrument relating to transfer of the property securing such Indebtedness for Borrowed Money if such sale or transfer is permitted hereunder; provided, further, that any failure under clauses (i) or (ii) above is unremedied and such failure shall continue after is not waived by the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment holders of such Indebtedness for Borrowed Money has been made in form and substance satisfactory prior to any termination of the Required Lenders. (c) Parent Commitments or any acceleration of its Major Subsidiaries shall admit in writing its inability the Loans pursuant to pay its debts generally as they become due.Article X.
Cross-Default. a(i) Any Borrower Borrower, any Subsidiary Guarantor or any Major Material Subsidiary shall fail to pay make any principal payment on account of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary Person (as other than the case may be), Obligations) when the same becomes due and payable (whether by at scheduled maturity, by required prepayment, acceleration, demand upon acceleration or otherwise), ) and such failure shall continue after the applicable beyond any period of grace periodprovided with respect thereto, if anythe amount of such Indebtedness exceeds $100,000,000 or the effect of such failure is to cause, specified or permit the holder or holders thereof to cause, Indebtedness of any Borrower, any Subsidiary Guarantor and any Material Subsidiary (other than the Obligations) in the an aggregate amount exceeding $100,000,000 to become due (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise); or (ii) any Borrower, any Subsidiary Guarantor or any Material Subsidiary shall otherwise fail to observe or perform any agreement, term or condition contained in any agreement or instrument relating to any Indebtedness of such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid Person (other than by a scheduled required prepaymentthe Obligations), redeemedor any other event shall occur or condition shall exist, purchased if the effect of such failure, event or defeasedcondition is to cause, or permit the holder or holders thereof to cause, Indebtedness of any Borrower, any Subsidiary Guarantor and any Material Subsidiary (other than the Obligations) in an offer aggregate amount exceeding $100,000,000 to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required become due (and/or to be made, in each case prior to the stated maturity thereof as a result secured by cash collateral other than cash collateral obligations not arising from an event of a breach by such Borrower or such Major Subsidiary (as the case may be) of the default under any agreement or instrument relating to Indebtedness incurred in connection with Synthetic Lease Obligations or letters of credit); provided, that, for the avoidance of doubt, so long as any acquired Person (or its successor by merger, consolidation or otherwise) is not in breach of its obligations in respect of repaying or repurchasing, or making an offer to repay or repurchase, any Indebtedness of such Indebtedness for Borrowed Money and Person of the kind described in Section 7.01(g), which obligations in respect of repaying or repurchasing, or making an offer to repay or repurchase, result from the acquisition of such failure shall continue after Person, neither the applicable grace period, if any, specified in existence of such repayment or repurchase obligations (nor the agreement or instrument relating circumstances giving rise to such Indebtedness for Borrowed Money unless adequate provision for the payment obligations) shall constitute an Event of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.Default under this Section 8.01(e); or
Appears in 1 contract Credit Agreement (Flex Ltd.),
Cross-Default. a) Any Failure of the Borrower or any Major Subsidiary shall fail of its Subsidiaries or any Guarantor to pay any principal of or premium or interest on when due any Indebtedness for Borrowed Money which is outstanding aggregating in a principal amount excess of at least the Requisite Threshold Amount ("Material Indebtedness"); or the default by the Borrower or any of its Subsidiaries or any Guarantor in the aggregate performance (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after beyond the applicable grace periodperiod with respect thereto, if any) of any term, specified provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the agreement effect of which default or instrument relating event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity (other than by a regularly scheduled payment or pursuant to customary due on sale or similar clauses or as a result of the occurrence of a change of control; provided that any payment required pursuant to such due on sale or similar clause shall be paid within three Business Days of becoming due and payable); or any Material Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to of the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate its Subsidiaries or any Guarantor shall be declared to be due and payable, payable or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case payment) prior to the stated maturity thereof (other than by a regularly scheduled payment or pursuant to customary due on sale or similar clauses or as a result of the occurrence of a breach by such Borrower or such Major Subsidiary (as the case may be) change of the agreement or instrument relating control; provided that any payment required pursuant to such Indebtedness for Borrowed Money due on sale or similar clause shall be paid within three Business Days of becoming due and such failure shall continue after payable); or the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent Borrower or any of its Major Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay pay, its debts generally as they become due.
Cross-Default. aThe Issuers shall (i) Any Borrower or any Major Subsidiary shall fail to pay when due (after any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified ) any amount payable in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money respect of any Borrower Indebtedness (including undrawn , committed, or available amounts and including amounts owing to all creditors under any Major Subsidiary which combined or syndicated credit arrangement) exceeding $1,000,000 in principal amount, unless the amount in question is outstanding in subject to a principal amount bona fide dispute by such Issuer and has not been determined by a court, arbitrator, or other finder of at least the Requisite Amount in the aggregate shall be declared fact to be due and payableowed by such Issuer, or required (ii) fail to be prepaid observe or perform (other than by a scheduled required prepayment)after any applicable notice or grace period) any term, redeemed, purchased or defeasedcovenant, or an offer agreement evidencing or securing such Indebtedness, and the effect of such failure to prepayobserve or perform is to cause the acceleration of the maturity of such Indebtedness; provided, redeemhowever, purchase or defease such Indebtedness for Borrowed Money that no "Event of Default" which may occur under the Senior Credit Documents shall be required to be made, in each case prior to the stated maturity thereof serve as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision basis for the payment occurrence of an Event of Default hereunder unless the Senior Lender thereunder has accelerated the obligations under such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.Senior Loan Documents; or
Cross-Default. aAny Loan Party (i) Any Borrower or defaults in making payments of any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which indebtedness permitted under Section 6.9 that is outstanding in a principal amount of at least the Requisite Amount in the aggregate $1,000,000 (but excluding indebtedness arising outstanding hereunder) on the scheduled due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Borrower indebtedness was created; (ii) defaults in making any payment of any interest on such indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Major Subsidiary indebtedness was created; or (as iii) defaults in the case may be)observance or performance of any other agreement or condition relating to such indebtedness or contained in any instrument or agreement evidencing, when the same becomes due and payable (whether by scheduled maturitysecuring or relating thereto, required prepaymentin each case, acceleration, demand or otherwise), and such failure shall continue after beyond the applicable grace period, if any, specified in which default permits the agreement or instrument relating lender thereunder to declare such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared indebtedness to be due and payablepayable prior to its stated maturity; provided, or required to be prepaid (other than however, that any such default by a scheduled required prepayment), redeemed, purchased or defeased, or Loan Party shall not be an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior Event of Default hereunder if and to the stated maturity thereof as a result of a breach extent that, and for so long as, such Loan Partys default is proximately caused by such Borrower Crickets (or such Major Subsidiary (as its assignees) failure to satisfy its funding obligations under this Credit Agreement or the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become dueLLC Agreement.
Cross-Default. aIt shall be an Event of Default if: (i) Any Borrower there occurs any default, beyond the expiration of any applicable grace or cure periods, by any obligor under the primary credit facility under which Guarantor or any Major subsidiaries of Guarantor have obligations (as defined in 6th Amendment to Grand Court Guaranty) which, as of the date of this Guaranty is that certain Amended and Restated Credit Agreement (the Bank of America Credit Agreement), dated as of November 15, 2006, among Brookdale Senior Living Inc. and the several lenders from time to time parties thereto, amended in 2008 to name Bank of America as the administrative agent (Guarantor warrants as of the Effective Date that, except as disclosed in Guarantors public filings, such primary facility will be the only material credit facility under which Guarantor and its subsidiaries have obligations), all amendments thereto, restatements thereof, replacements thereof (partial or total), refinancings thereof (partial or total) and/or substitutions therefore; (ii) Guarantor or any Subsidiary shall fail to pay (including the Tenants) is in default, beyond the expiration of any principal of applicable grace or premium cure periods, under or interest on breaches (w) any Indebtedness for Borrowed Money which is outstanding Tax Matters Agreement (as defined in a principal amount of at least the Requisite Amount Grand Court Master Lease), (x) any Stock Purchase Agreement (as defined in the Grand Court Master Lease), (y) any Agreement Regarding Leases, (z) any Lease Document, as the foregoing (w) through (z) may be amended, extended, replaced or restated, that in the aggregate (but excluding indebtedness arising hereunder) result in obligations of such Borrower $2,000,000 or such Major Subsidiary (as the case may be), when the same becomes more becoming due and payable payable; or (whether by scheduled maturity, required prepayment, acceleration, demand iii) (a) Guarantor is in default under or otherwise), breaches any other any contracts or other agreements (including guarantees and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (bindemnities) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount that in the aggregate shall be declared to be result in obligations of Guarantor of $10,000,000 or more becoming due and payable, and (b) the obligees with respect thereto have taken actions to enforce (including initiating or required commencing any action to be prepaid (other than by a scheduled required prepayment)enforce any remedies or to collect any amounts owing, redeemed, purchased or defeased, or an offer but provided that actions to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money enforce shall be required deemed to be made, in each case prior to exclude sending a default notice or notice of acceleration without any other action being taken) such obligations of Guarantor. Guarantor shall notify the stated maturity thereof as a result Landlords within five Business Days of a breach by such Borrower or such Major Subsidiary (as the case may be) any of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified events described in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become duepreceding sentence.
Appears in 1 contract Parent Guaranty (Ventas Inc),
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal specified "event of or premium or interest on default" under any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least (other than the Requisite Amount in the aggregate (but excluding indebtedness arising hereunderObligations) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $2,000,000 or more ("Material Indebtedness"), or any Major Subsidiary other event or circumstance which is outstanding in a principal amount would permit the holder of at least the Requisite Amount in the aggregate shall be declared any such Material Indebtedness of any Borrower to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease accelerate such Indebtedness for Borrowed Money (and/or the obligations of Borrower thereunder) prior to the scheduled maturity or termination thereof, shall be required occur (regardless of whether the holder of such Material Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to be madesuch Indebtedness); provided, that, with respect to Indebtedness under the Bradford L/C Reimbursement Agreement and the Union L/C Reimbursement Agreement, in each case prior to the stated maturity thereof as a result any "event of a breach by such Borrower or such Major Subsidiary (as the case may be) default" thereunder shall constitute an Event of the agreement or instrument relating to Default hereunder solely if such Indebtedness for Borrowed Money and such failure shall continue after is accelerated or if the applicable grace period, if any, specified in the agreement issuing banks or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or other obligees thereunder exercise any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.remedies thereunder;
Cross-Default. a(i) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any (x) Indebtedness under the ABL Facility or the Second Lien Credit Agreement or (y) any other Indebtedness (other than Indebtedness hereunder or under the ABL Facility or the Second Lien Credit Agreement) having (in the case of this clause (y)) an aggregate principal amount of more than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness referred to in clause (e)(A), or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of a breach by the voluntary sale or transfer of the property or assets securing such Borrower Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Major Subsidiary Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness (as subject to, in the case may be) of the agreement financial covenants contained in Section 7.11 of the ABL Facility, the cure rights contained in Section 8.03 of the ABL Facility and provided that a default or instrument relating an event of default that results from a failure of the Borrower to such Indebtedness for Borrowed Money comply with Section 7.11 of the ABL Facility shall not constitute a Default or an Event of Default unless and such failure shall continue after until the applicable grace period, if any, specified date upon which the ABL Lenders have actually terminated all commitments under the ABL Facility and declared all ABL Loans and other related ABL Obligations to be immediately due and payable in accordance with the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.ABL Facility); or
Cross-Default. a(i) Any Parent, any Borrower or any Major Material Subsidiary shall fail fails to pay make any payment of principal of or premium or interest in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace periods), (ii) any event or condition occurs that results in any Material Indebtedness (A) becoming due prior to its scheduled maturity or (B) that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness, or any trustee or agent on its or their behalf, to cause any Material Indebtedness for Borrowed Money which to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this subsection (e)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such secured Indebtedness is outstanding paid when due (including the Existing WC Credit Agreement) or (y) any change of control offer under the WC Notes arising in connection with the Acquisition, (iii) any termination event or event of like import occurs under any Receivables Purchase Facility having a principal amount or committed amount in excess of at least $150,000,000, that (1) terminates, or permits the Requisite Amount investors under any Receivables Purchase Facility to terminate, the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of Parent, or any of its Subsidiaries) or (2) causes the replacement of, or permits the investors under any Receivables Purchase Facility to replace, the Person then acting as servicer for such Receivables Purchase Facility, if the Person then acting as servicer is a Loan Party or an Affiliate of a Loan Party or (iv) there occurs under any Swap Contract an early termination date resulting from (x) any event of default under such Swap Contract as to which Parent, any Borrower or any Material Subsidiary is the defaulting party thereunder or (y) any termination event under such Swap Contract as to which Parent, any Borrower or any Material Subsidiary is an affected party thereunder and, in either event, the aggregate (but excluding indebtedness arising hereunder) of Swap Termination Value owed by Parent, such Borrower or such Major Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.thereof is greater than $150,000,000;
Cross-Default. aExcept for (A) Any Borrower defaults occasioned by the filing of the Chapter 11 Cases and (B) defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Credit Party from complying with or permits any Major Subsidiary shall fail Credit Party not to pay comply with, a default or breach occurs under any principal other agreement, document or instrument entered into either (x) Pre-Petition and which is affirmed after the Petition Date or is not subject to the automatic stay provisions of Section 362 of the Bankruptcy Code, or premium (y) Post-Petition, to which any Credit Party is a party that is not cured within any applicable grace period therefor, and such default or interest on breach (i) involves the failure to make any payment when due in respect of any Indebtedness for Borrowed Money which is outstanding or Guaranteed Indebtedness (other than the Obligations) of any Credit Party in a principal amount excess of at least the Requisite Amount $3,000,000 in the aggregate (but excluding indebtedness arising hereunderincluding (x) undrawn committed or available amounts and (y) amounts owing to all creditors under any combined or syndicated credit arrangements), or (ii) causes, or permits any holder of such Borrower Indebtedness or such Major Subsidiary (as the case may be)Guaranteed Indebtedness or a trustee to cause, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand Indebtedness or otherwise), and such failure shall continue after the applicable grace period, if any, specified Guaranteed Indebtedness or a portion thereof in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money excess of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount $3,000,000 in the aggregate shall be declared to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or cash collateral in respect thereof to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be madedemanded, in each case prior to the stated maturity thereof as a result case, regardless of a breach whether such rights are exercised by such Borrower holder or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.trustee;
Cross-Default. a(1) Any Borrower or any Major Subsidiary shall fail A Credit Party fails to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid Debt (other than a monetary Obligation due the Bank under the Credit Documents, as contemplated by a scheduled required prepayment)Subsection (a) immediately above) or to perform or observe any other obligation or term in respect of such Debt, redeemedand, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of any such failure, the holder of such Debt accelerates or is entitled to accelerate the maturity thereof or requires or is entitle to require a breach by Credit Party or some other Person to purchase or otherwise acquire such Borrower Debt; or such Major Subsidiary (2) an Event of Default (as defined therein) occurs under (i) the case may be) Indenture, dated as of December 22, 2004, among Inergy, L.P., Inergy Finance Corp., the agreement or instrument guarantors listed on the signature page thereof and U.S. Bank National Association, as trustee, relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period6.875% Senior Notes due 2014 referred to therein, if anyas the same may be amended, specified in renewed, restated, replaced, consolidated or otherwise modified from time to time, or (ii) the agreement 5-Year Credit Agreement, as the same may be amended, renewed, restated, consolidated, replaced or instrument relating otherwise modified from time to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.time; or
Cross-Default. a) Any Borrower default shall occur under any Indebtedness of Parent or any Major Subsidiary aggregating in excess of $1,000,000, or under any indenture, agreement or other instrument under which the Indebtedness aggregating in excess of $1,000,000 may be issued, and such default shall fail continue for a period of time sufficient to pay permit the acceleration of the maturity of any principal of such Indebtedness (whether or premium or interest on any Indebtedness for Borrowed Money which not such maturity is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may befact accelerated), or any such Indebtedness shall not be paid when the same becomes due and payable (whether by scheduled maturitydemand, required prepaymentlapse of time, acceleration, demand acceleration or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.;
Appears in 1 contract Revolving Credit Agreement (K12 Inc),
Cross-Default. a(i) Any Holdings, any Borrower or any Major Subsidiary of their respective Material Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which Debt that is outstanding in a principal or notional amount of at least the Requisite Amount $125,000,000 in the aggregate (but excluding indebtedness arising hereunderDebt outstanding hereunder and Debt under Hedge Agreements) of Holdings, such Borrower or such Major Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower Debt; or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate other event shall be declared to be due and payable, occur or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money condition shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the exist under any agreement or instrument relating to any such Indebtedness for Borrowed Money Debt and such failure shall continue after the applicable grace period, if any, specified in the such agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for instrument, if the payment effect of such Indebtedness for Borrowed Money has been made in form event or condition is to cause, or to permit the holder or holders of that Debt (or a trustee on behalf of such holder or holders) to cause, that Debt to become or be declared due and substance satisfactory payable (or redeemable) prior to the Required Lenders. stated maturity thereof; or (cii) Parent there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which Holdings, any Borrower or any of its Major Subsidiaries shall admit Material Subsidiary is the Defaulting Party (as defined in writing its inability such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to pay its debts generally which Holdings, any Borrower or any Material Subsidiary is an Affected Party (as they become due.so defined) and, in either event, the Hedge Termination Value owed by Holdings, such Borrower or such Material Subsidiary as a result thereof is greater than $125,000,000; or
Cross-Default. a) Any Borrower The Borrower, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any Major Subsidiary of its Subsidiaries (other than the Partnership Unrestricted Subsidiaries) (as principal or guarantor or other surety) shall fail to pay default in the payment of any amount of principal of or premium or interest on any Senior Indebtedness, the Existing Credit Agreement or any other Indebtedness, other than the Obligations (regardless of whether or not such payment default shall have been waived by the holders of such Indebtedness); or any event shall occur or condition shall exist in respect of any Indebtedness for Borrowed Money which of the Borrower, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any of its Subsidiaries (other than the Partnership Unrestricted Subsidiaries) or under any evidence of any such Indebtedness or under any mortgage, indenture or other agreement relating thereto, and the effect of such event or condition is outstanding in to cause (or to permit one or more Persons to cause) such Indebtedness to become due or be repurchased or repaid before its stated maturity or before its regularly scheduled dates of payment (other than pursuant to mandatory prepayment provisions pursuant to a principal amount (1) Change of at least the Requisite Amount in the aggregate Control or similar transaction or (but excluding indebtedness arising hereunder2) prepayment under circumstances and on terms substantially identical to, and not inconsistent with, Section 9.3(b) of the First Mortgage Note Agreement as in effect on the Closing Date to the extent it relates to Excess Taking Proceeds, as defined therein, not involving a default) or to permit the holders thereof to cause the Borrower, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any of its Subsidiaries (other than the Partnership Unrestricted Subsidiaries) to repurchase or repay such Borrower Indebtedness (other than pursuant to mandatory prepayment provisions pursuant to a (1) Change of Control or such Major Subsidiary similar transaction or (2) prepayment under circumstances and on terms substantially identical to, and not inconsistent with, Section 9.3(b) of the First Mortgage Note Agreement as in effect on the case may be)Closing Date to the extent it related to Excess Taking Proceeds, when the same becomes due and payable (whether by scheduled maturityas defined therein, required prepayment, acceleration, demand or otherwisenot involving a default), and such failure default, event or condition shall continue after for more than the applicable grace periodperiod of grace, if any, specified in therein (regardless of whether or not such default, event or condition shall have been waived by the agreement or instrument relating to holders of such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to Indebtedness); provided, that the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a aggregate principal amount of at least the Requisite Amount in the aggregate shall be declared all Indebtedness as to be due and payable, which such a default (payment or required to be prepaid (other than by a scheduled required prepaymentother), redeemed, purchased event or defeased, condition shall occur or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.exist exceeds $7,500,000; or
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Material Indebtedness (including Other Liabilities to the extent constituting Indebtedness but excluding other Obligations), or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness beyond the applicable grace period with respect thereto, or any other event occurs (other than with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts unless any payment required thereby is not made beyond the applicable grace period with respect thereto, if any), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of the applicable grace period with respect thereto, to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Material Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of a the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder, and further provided that the occurrence of any event of default under the Term Loan Agreement by virtue of the breach of the leverage covenant contained in Section 7.05 of the Term Loan Agreement (or any other financial maintenance covenant from time to time in effect under the Term Loan Agreement and not contained in this Agreement) shall not constitute an Event of Default until the earliest of (x) sixty (60) days after the date of such breach (during which period such breach is not waived by such Borrower the lenders under the Term Loan Agreement or such Major Subsidiary breach is not cured pursuant to Section 8.05 of the Term Loan Agreement), or (y) the acceleration of the obligations under the Term Loan Agreement, or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified defined in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Intercreditor Agreement as in effect on the payment Closing Date) by the agent and/or the lenders under the Term Loan Agreement as a result of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.breach; or
Cross-Default. aAny Loan Party (i) Any Borrower or defaults in making payments of any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which indebtedness permitted under Section 6.9 that is outstanding in a principal amount of at least the Requisite Amount in the aggregate Five Million and No Dollars ($5,000,000.00) (but excluding indebtedness arising outstanding hereunder) on the scheduled due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Borrower indebtedness was created; (ii) defaults in making any payment of any interest on such indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Major Subsidiary indebtedness was created or (as iii) defaults in the case may be)observance or performance of any other agreement or condition relating to such indebtedness or contained in any instrument or agreement evidencing, when the same becomes due and payable (whether by scheduled maturitysecuring or relating thereto, required prepaymentin each case, acceleration, demand or otherwise), and such failure shall continue after beyond the applicable grace period, if any, specified in which default permits the agreement or instrument relating lender thereunder to declare such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared indebtedness to be due and payablepayable prior to its stated maturity; provided, or required to be prepaid (other than however, that any such default by a scheduled required prepayment), redeemed, purchased or defeased, or Loan Party shall not be an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior Event of Default hereunder if and to the stated maturity thereof as a result of a breach extent that, and for so long as, such Loan Partys default is proximately caused by such Borrower Lenders (or such Major Subsidiary (as its assignees) failure to satisfy its funding obligations under this Credit Agreement or the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.LLC Agreement; or
Cross-Default. a(i) Any Holdings, any Borrower or any Major Subsidiary of their respective Material Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which Debt that is outstanding in a principal or notional amount of at least the Requisite Amount $125,000,000 in the aggregate (but excluding indebtedness arising hereunderDebt outstanding hereunder and Debt under Hedge Agreements) of Holdings, such Borrower or such Major Subsidiary (Material Subsidiary, as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower Debt; or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate other event shall be declared to be due and payable, occur or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money condition shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the exist under any agreement or instrument relating to any such Indebtedness for Borrowed Money Debt and such failure shall continue after the applicable grace period, if any, specified in the such agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for instrument, if the payment effect of such Indebtedness for Borrowed Money has been made in form event or condition is to cause, or to permit the holder or holders of that Debt (or a trustee on behalf of such holder or holders) to cause, that Debt to become or be declared due and substance satisfactory payable (or redeemable) prior to the Required Lenders. stated maturity thereof; or (cii) Parent there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which Holdings, any Borrower or any of its Major Subsidiaries shall admit Material Subsidiary is the Defaulting Party (as defined in writing its inability such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to pay its debts generally which Holdings, any Borrower or any Material Subsidiary is an Affected Party (as they become due.so defined) and, in either event, the Hedge Termination Value owed by Holdings, such Borrower or such Material Subsidiary as a result thereof is greater than $125,000,000; or
Cross-Default. a(1) Any Borrower or any Major Subsidiary shall fail A Credit Party fails to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid Debt (other than a monetary Obligation due the Bank under the Credit Documents, as contemplated by a scheduled required prepayment)Subsection (a) immediately above) or to perform or observe any other obligation or term in respect of such Debt, redeemedand, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of any such failure, the holder of such Debt accelerates or is entitled to accelerate the maturity thereof or requires or is entitle to require a breach by Credit Party or some other Person to purchase or otherwise acquire such Borrower or such Major Subsidiary Debt (including, without limitation, the occurrence of an Event of Default (as defined therein) under the case may be) of the credit agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability the other credit or security documents that evidence or otherwise relate to pay its debts generally any Permitted Enterprise Bank Debt); or (2) an Event of Default (as they become due.defined therein) occurs under (i) the Indenture, dated as of December 22, 2004, among Inergy, L.P., Inergy Finance Corp., the guarantors listed on the signature page thereof and U.S. Bank National Association, as trustee, relating to the 6.875% Senior Notes due 2014 referred to therein, as the same may be amended, renewed, restated, replaced, consolidated or otherwise modified from time to time, or (ii) the 5-Year Credit Agreement, as the same may be amended, renewed, restated, consolidated, replaced or otherwise modified from time to time; or
Cross-Default. aA default (howsoever characterized) Any shall occur under (i) any Loan Document, or (ii) any agreement or instrument pertaining to Indebtedness permitted by Section 7.1 in excess of One Hundred Thousand Dollars (A$100,000); or the Borrower or any Major Subsidiary shall fail to pay any principal Indebtedness in excess of One Hundred Thousand Dollars (A$100,000) (or premium or interest on any Indebtedness for Borrowed Money which is outstanding equivalent in a other currencies) in principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as Indebtedness included in the case may beObligations), or any interest or premium thereon, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), ) and such default or failure to pay is not being contested by the Borrower in good faith; or, any other default under any agreement or instrument relating to any such Indebtedness or any other event, shall occur and shall continue after the applicable grace period, if any, specified in the such agreement or instrument relating instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, unless such default or event shall be waived by the holders or trustees of such Indebtedness; or any such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become duethereof.
Cross-Default. a) Any Borrower Prior to the payment in full of the Note Obligations, any event of default, after giving effect to any applicable grace, cure, or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, waiver period specified in the agreement underlying document, (x) with respect to any Indebtedness in excess of $500,000 of the Issuer or instrument relating to any Subsidiary (excluding Immaterial Subsidiaries and Excluded Subsidiaries) that is on account of a default in any payment under such Indebtedness for Borrowed Money unless adequate provision for shall occur and be continuing; and (y) with respect to any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become dueNet Bookings Financing Agreement.
Cross-Default. aAny Loan Party (i) Any Borrower or defaults in making payments of any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which indebtedness permitted under Section 6.9 that is outstanding in a principal amount of at least the Requisite Amount in the aggregate $1,000,000 (but excluding indebtedness arising outstanding hereunder) on the scheduled due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Borrower indebtedness was created; (ii) defaults in making any payment of any interest on such indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Major Subsidiary indebtedness was created; or (as iii) defaults in the case may be)observance or performance of any other agreement or condition relating to such indebtedness or contained in any instrument or agreement evidencing, when the same becomes due and payable (whether by scheduled maturitysecuring or relating thereto, required prepaymentin each case, acceleration, demand or otherwise), and such failure shall continue after beyond the applicable grace period, if any, specified in which default permits the agreement or instrument relating lender thereunder to declare such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared indebtedness to be due and payablepayable prior to its stated maturity; provided, or required to be prepaid (other than however, that any such default by a scheduled required prepayment), redeemed, purchased or defeased, or Loan Party shall not be an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior Event of Default hereunder if and to the stated maturity thereof as a result of a breach extent that, and for so long as, such Loan Partys default is proximately caused by such Borrower Crickets (or such Major Subsidiary (as its assignees) failure to satisfy its funding obligations under this Agreement or the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become dueLLC Agreement.
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Material Indebtedness (other than the Obligations), or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness beyond the applicable grace period with respect thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of the applicable grace period with respect thereto, to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Material Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of a the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, and further provided that the occurrence of any event of default under the Term Loan Agreement by virtue of the breach of any financial maintenance covenant contained in [Section]SECTION 7.11 of the Term Loan Agreement (or any other financial maintenance covenant from time to time in effect under the Term Loan Agreement and not contained in this Agreement) shall not constitute an Event of Default until the earliest of (x) sixty (60) days after the date of such breach (during which period such breach is not waived by such Borrower the lenders under the Term Loan Agreement or such Major Subsidiary breach is not cured pursuant to Section 8.05 of the Term Loan Agreement), or (y) the acceleration of the obligations under the Term Loan Agreement, or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified defined in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Intercreditor Agreement as in effect on the payment Closing Date) by the Term Loan Agent and/or the Term Loan Lenders under the Term Loan Agreement as a result of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.breach; or
Cross-Default. a(i) Any Borrower Lessee or any Major Subsidiary of its Significant Subsidiaries shall fail to pay make any principal payment on account of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary Person (as other than the case may be), Lessee Obligations) when the same becomes due and payable (whether by at scheduled maturity, by required prepayment, acceleration, demand upon acceleration or otherwise), ) and such failure shall continue after the applicable beyond any period of grace periodprovided with respect thereto, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment amount of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. outstanding exceeds $10,000,000, (cii) Parent a Lease Event of Default shall exist under Lease A or (iii) Lessee or any of its Major Significant Subsidiaries shall admit otherwise fail to observe or perform any agreement, term or condition contained in writing any agreement or instrument of such Person pursuant to which $10,000,000 or more of Indebtedness is outstanding (other than the Lessee Obligations), or any other event shall occur or condition shall exist, and such failure, event or condition shall continue beyond any period of grace provided with respect thereto, if the effect of such failure, event or condition is to cause Indebtedness of Lessee or any of its inability Significant Subsidiaries (other than the Lessee Obligations) to pay its debts generally as they become due; provided, however, that no Lease Event of Default shall have occurred under this clause (iii) if the Agent, Lessor, Assignees or their Affiliates have the ability to control (by vote or otherwise), either collectively or individually, whether such Indebtedness shall become due.
Appears in 1 contract Security Agreement (Lsi Logic Corp),
Cross-Default. a) Any Default shall occur under any Indebtedness of Borrower or any Major Subsidiary aggregating in excess of $10,000,000, or under any indenture, agreement or other instrument under which the Indebtedness aggregating in excess of $10,000,000 may be issued, and such default shall fail continue for a period of time sufficient to pay permit the acceleration of the maturity of any principal of such Indebtedness (whether or premium or interest on any Indebtedness for Borrowed Money which not such maturity is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may befact accelerated), or any such Indebtedness shall not be paid when the same becomes due and payable (whether by scheduled maturitydemand, required prepaymentlapse of time, acceleration, demand acceleration or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders; N. Judgments. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may beSection 7.1(h) of the agreement or instrument relating to such Indebtedness for Borrowed Money Credit Agreement is hereby amended by deleting Section 7.1(h) of the Credit Agreement in its entirety and such failure shall continue after substituting therefor the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.following:
Cross-Default. a(I) (A) Any Indebtedness of the Borrower or any Major of the Restricted Subsidiaries in an aggregate principal amount of $5,000,000 or more, excluding (i) any Indebtedness owing solely to the Borrower or a Restricted Subsidiary shall fail to pay any principal of or premium or interest on and (ii) any Indebtedness for Borrowed Money the deferred purchase price of property or services owed to the Person providing such property or services as to which the Borrower or such Restricted Subsidiary has a good faith basis to believe is outstanding not due and owing and, to the extent then appropriate, is contesting its obligation to pay the same in a good faith and by proper proceedings and for which the Borrower or such Borrowers Restricted Subsidiary has established appropriate reserves (such Indebtedness under clauses (i) and (ii) above herein called Borrower Excluded Indebtedness), shall (i) become due before stated maturity by the acceleration of the maturity thereof by reason of default or (ii) become due by its terms and shall not be promptly paid or extended; or (B) any default under any indenture, credit agreement or loan agreement or other agreement or instrument under which Indebtedness of the Borrower or any of the Borrowers Restricted Subsidiaries constituting indebtedness for borrowed money in an aggregate principal amount of at least $5,000,000 or more is outstanding (other than Borrower Excluded Indebtedness), or by which any such Indebtedness is evidenced, shall have occurred and shall continue for a period of time sufficient to permit the Requisite Amount in holder or holders of any such Indebtedness (or a trustee or agent on its or their behalf) to accelerate the aggregate (but excluding indebtedness arising hereunder) of maturity thereof or to enforce any Lien provided for by any such Borrower indenture, agreement or such Major Subsidiary (instrument, as the case may be, unless such default shall have been permanently waived by the respective holder of such Indebtedness; (II) (A) Any Indebtedness of CSC Holdings in an aggregate principal amount of $25,000,000 or more, excluding any Indebtedness for the deferred purchase price of property or services owed to the Person providing such property or services as to which CSC Holdings has a good faith basis to believe is not due and owing and, to the extent then appropriate, is contesting its obligation to pay the same in good faith and by proper proceedings and for which CSC Holdings has established appropriate reserves (such Indebtedness called CSC Holdings Excluded Indebtedness), when shall (i) become due before stated maturity by the same becomes acceleration of the maturity thereof by reason of default or (ii) become due by its terms and payable shall not be promptly paid or extended; or (whether by scheduled maturityB) any default under any indenture, required prepayment, acceleration, demand credit agreement or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the loan agreement or other agreement or instrument relating to such under which Indebtedness of CSC Holdings constituting indebtedness for Borrowed Money unless adequate provision for any such payment has been made borrowed money in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a an aggregate principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, $25,000,000 or required to be prepaid more is outstanding (other than by a scheduled required prepaymentCSC Holdings Excluded Indebtedness), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease by which any such Indebtedness is evidenced, shall have occurred and shall continue for Borrowed Money shall be required a period of time sufficient to be made, in each case prior permit the holder or holders of any such Indebtedness (or a trustee or agent on its or their behalf) to accelerate the stated maturity thereof as a result of a breach or to enforce any Lien provided for by any such Borrower indenture, agreement or such Major Subsidiary (instrument, as the case may be, unless such default shall have been permanently waived by the respective holder of such Indebtedness; or (III) Interest or principal due on the Cablevision Notes is not paid when due (whether at stated maturity, by the acceleration of the agreement maturity or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the otherwise) or within any applicable grace period, if any, specified in or cure period provided under the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent Cablevision Notes Indenture or any Indebtedness consisting of its Major Subsidiaries any other Indebtedness into which the proceeds of the Cablevision Notes have been invested pursuant to Section 7.18(a) shall admit in writing its inability to pay its debts generally as they become due.not be paid when due (whether at stated maturity, by the acceleration of the maturity or otherwise); or
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Corporation or any of its Major Subsidiaries Affiliates defaults under any other agreement, bond, hypothec, debenture, note or other evidence of indebtedness for money borrowed, under any guarantee hypothec, mortgage or indenture pursuant to which there shall admit in writing its inability to pay its debts generally as they become due.be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Corporation or any Affiliate, whether such indebtedness now exists or shall hereafter be created;
Appears in 1 contract
Cross-Default. aAny Loan Party (i) Any Borrower or defaults in making payments of any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which indebtedness permitted under Section 6.9 that is outstanding in a principal amount of at least the Requisite Amount in the aggregate Five Million and No Dollars ($5,000,000.00) (but excluding indebtedness arising hereunderoutstanding hereunder or under the Interest Purchase Agreement or Article 8 of the LLC Agreement) on the scheduled due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Borrower indebtedness was created; (ii) defaults in making any payment of any interest on such indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Major Subsidiary indebtedness was created or (as iii) defaults in the case may be)observance or performance of any other agreement or condition relating to such indebtedness or contained in any instrument or agreement evidencing, when the same becomes due and payable (whether by scheduled maturitysecuring or relating thereto, required prepaymentin each case, acceleration, demand or otherwise), and such failure shall continue after beyond the applicable grace period, if any, specified in which default permits the agreement or instrument relating lender thereunder to declare such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared indebtedness to be due and payablepayable prior to its stated maturity; provided, or required to be prepaid (other than however, that any such default by a scheduled required prepayment), redeemed, purchased or defeased, or Loan Party shall not be an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior Event of Default hereunder if and to the stated maturity thereof as a result of a breach extent that, and for so long as, such Loan Partys default is proximately caused by such Borrower Lenders (or such Major Subsidiary (as its assignees) failure to satisfy its funding obligations under this Credit Agreement or the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.LLC Agreement; or
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent The Company or any of its Major Subsidiaries subsidiaries shall admit default under any bond, debenture, note or other evidence of indebtedness for money borrowed, under any guarantee or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company or any of its subsidiaries, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in writing its inability indebtedness of at least $50,000 being due and payable prior to pay its debts generally as they the date on which it would otherwise become due.due and payable and shall not have been issued by the Company or waived by the lender; or
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail to pay any principal indebtedness of or premium or interest on any Indebtedness for Borrowed Money which is outstanding the Company in a an aggregate principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower equal to or such Major Subsidiary (as the case may be), when the same becomes exceeding $100,000 shall be duly declared to be or shall become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result thereof. (b) Action if Bankruptcy. If any Event of a breach by such Borrower or such Major Subsidiary Default described in clauses (as the case may beiv)(a) through (d) of Section 4(a) shall occur, the agreement outstanding Principal Amount, all accrued but unpaid interest and all other obligations under this Note shall automatically be and become immediately due and payable, without notice or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become duedemand.
Appears in 1 contract
Cross-Default. a) Any Borrower Seller, Guarantor, Underlying Repurchase Counterparty, Servicer or Affiliates shall default under, or fail to perform as required under, or shall otherwise breach the terms of any instrument, agreement or contract between Seller or such other entity, on the one hand, and Buyer or any Major Subsidiary of Buyers Affiliates on the other, which (A) in the case of an instrument, agreement or contract for borrowed funds, the aggregate amount of funds that Seller or such other entity may borrow thereunder is at least $1,000,000, and (B) in all other cases, results in a liability to the Seller or such other entity of at least $1,000,000; (ii) Seller, Guarantor, Underlying Repurchase Counterparty, Servicer or Affiliate shall default under, or fail to perform as required under, the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds or any other material agreement entered into by Seller or such other entity and any third party in each case under which the aggregate amount of funds that Seller or such other entity may borrow is at least $10,000,000, and which default or failure entitles any party to require acceleration or prepayment of any indebtedness thereunder; or (iii) Seller or such other entity shall otherwise fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money a matured debt obligation under an agreement pursuant to which is outstanding in a principal the aggregate amount of funds that Seller or such other entity may borrow is at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due$10,000,000.
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period with respect thereto, when the same becomes due and payable if any (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Material Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Material Indebtedness that becomes due as a result of the stated maturity thereof voluntary sale or transfer of the property or assets securing such Material Indebtedness, if such sale or transfer is permitted hereunder; or(j) Insolvency Proceedings, Etc. Holdings, any Borrower or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver, examiner or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver, examiner or similar officer is appointed without the application or consent of such Person and (except in the case of the U.K. Borrower) the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and (x) except in the case of the U.K. Borrower, continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding and (y) in the case of a winding-up petition relating to a U.K. Borrower, continues undismissed or unstayed for fourteen (14) calendar days from the commencement; or(k) Inability to Pay Debts; Attachment. (i) Holdings, any Borrower or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its Material Indebtedness as it becomes due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or(l) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding $100.0 million (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage, it being understood for purposes of this Agreement that the issuance of reservation of rights letter will not be considered a denial of coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or(m) ERISA. (i) An ERISA Event occurs with respect to a Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or(n) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a breach transaction permitted under Section 6.03 or 6.05) or as a result of acts or omissions by the Agent or any Lender or the Discharge of Obligations, ceases to be in full force and effect; or any Loan Party or Foreign Borrower contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party or Foreign Borrower denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of the discharge of such Loan Party's or Foreign Borrower's obligations hereunder in accordance with the terms of this Agreement), or purports in writing to revoke or rescind any Loan Document; or(o) Change of Control. There occurs any Change of Control; or(p) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 5.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 6.03 or 6.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 6.02, except to the extent that any such loss of perfection or priority results from the failure of the Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file UCC continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender's title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the U.S. Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or such Major Subsidiary (as any nonconsensual Liens arising solely by operation of law, in the case may beof clauses (i) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period(ii), if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (cextent such Equity Interests or other Collateral have an aggregate fair market value in excess of $100.0 million; or(q) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due[Reserved].
Cross-Default. a(i) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Significant Subsidiary (as the case may be), A) fails to make any payment when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise, in each case after any applicable grace period) in respect of the Indebtedness under the First Lien Loan Documents, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in each case after any applicable grace period) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under the First Lien Loan Documents and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (C) fails to observe or perform any other agreement or condition relating to any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under the First Lien Loan Documents and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangements) of more than the Threshold Amount, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Significant Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Significant Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Significant Subsidiary as a result thereof is greater than the Threshold Amount; or any Event of Default (as defined in the First Lien Credit Agreement and other than any such Event of Default referred to in Section 8.01(e)(i)(A) above) shall have occurred and be continuing and such failure default shall continue after the applicable grace period, if any, specified in the agreement be continued unremedied and uncured for 45 days; or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for (iv) any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate First Lien Obligations shall be declared to be due and payable (or automatically shall have become due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case ) prior to the stated maturity thereof of such First Lien Obligations or as a result of a breach by such Borrower or such Major Subsidiary an Event of Default (as defined in the case may beFirst Lien Credit Agreement); or (v) any Loan Party or any Significant Subsidiary shall default in the observance or performance of any other agreement or condition under the First Lien Loan Documents giving rise to an Event of Default thereunder and the Administrative Agent under the First Lien Credit Agreement, on behalf of the holders of the First Lien Obligations, exercises any of the remedies pursuant to Section 8.02(a) or Section 8.02(b) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.First Lien Credit Agreement; or
Cross-Default. the Borrower shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) Any Borrower involves an obligation greater than $100,000, whether such indebtedness now exists or any Major Subsidiary shall fail to pay any principal of hereafter be created, and (b) results in such indebtedness becoming or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes being declared due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory prior to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary date on which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be it would otherwise become due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.
Cross-Default. a) Any Borrower The Company shall default under any other agreement, bond, debenture, note or other evidence of indebtedness for money borrowed, under any Major Subsidiary guaranty or under any mortgage, or indenture pursuant to which there shall fail to pay be issued or by which there shall be secured or evidenced any principal of indebtedness for money borrowed by the Company, whether such indebtedness now exists or premium or interest on any Indebtedness for Borrowed Money shall hereafter be created, including but not limited to, default under the Permitted Existing Secured Indebtedness, which is outstanding default results in a principal amount indebtedness of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes $100,000being due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory prior to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary date on which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be it would otherwise become due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.;
Cross-Default. a(i) Any Borrower Lessee or any Major Subsidiary of its Significant Subsidiaries shall fail to pay make any principal payment on account of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary Person (as other than the case may be), Lessee Obligations) when the same becomes due and payable (whether by at scheduled maturity, by required prepayment, acceleration, demand upon acceleration or otherwise), ) and such failure shall continue after the applicable beyond any period of grace periodprovided with respect thereto, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment amount of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. outstanding exceeds $10,000,000, (cii) Parent a Lease Event of Default shall exist under Lease B or (iii) Lessee or any of its Major Significant Subsidiaries shall admit otherwise fail to observe or perform any agreement, term or condition contained in writing any agreement or instrument of such Person pursuant to which $10,000,000 or more of Indebtedness is outstanding (other than the Lessee Obligations), or any other event shall occur or condition shall exist, and such failure, event or condition shall continue beyond any period of grace provided with respect thereto, if the effect of such failure, event or condition is to cause Indebtedness of Lessee or any of its inability Significant Subsidiaries (other than the Lessee Obligations) to pay its debts generally as they become due; provided, however, that no Lease Event of Default shall have occurred under this clause (iii) if the Agent, Lessor, Assignees or their Affiliates have the ability to control (by vote or otherwise), either collectively or individually, whether such Indebtedness shall become due.
Appears in 1 contract Security Agreement (Lsi Logic Corp),
Cross-Default. a) Any There occurs with respect to any Indebtedness of the Borrower or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be)its Subsidiaries, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any now exists or shall hereafter be created, (i) an event of default that has caused the lender or holder thereof to declare, or permitted the lender or holder thereof to declare, such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payablepayable prior to its Stated Maturity and such event of default has not been cured or waived within thirty (30) days or such Indebtedness has been accelerated (ii) except as provided in clause (iii) below, the failure to make a principal payment (after giving effect to any applicable grace period provided in such Indebt edness) and such defaulted payment shall not have been made, waived or required extended within thirty (30) days of such payment default or (iii) the failure to be prepaid make a principal payment at the final (other than by a scheduled required prepaymentbut not any interim) fixed maturity; provided that the foregoing shall only apply to the extent such event of default or failure to pay related to (a) Indebtedness outstanding in an aggregate principal amount of $10,000,000 or more or (b) any Contractual Obligations evidencing Indebtedness (whether funded or unfunded), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace periodwhich, if anyfully funded, specified in the agreement would be equal or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.exceed $10,000,000; or
Cross-Default. a) Any Borrower Loan Party or any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Restricted Subsidiary (as A) fails to make any payment beyond the case may be)applicable grace period, when the same becomes due and payable (if any, whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder, but including Indebtedness outstanding under the First Lien Loan Documents) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to repurchase, prepay, redeem, purchase defease or defease redeem such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the its stated maturity thereof maturity; provided that this clause (B) shall not apply to (i) secured Indebtedness that becomes due as a result of a breach by the voluntary sale or transfer of the property or assets securing such Borrower Indebtedness, if such sale or transfer is permitted hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Major Subsidiary Indebtedness or the non-payment or non-performance of obligations related thereto or (as y) the sole rights of the holder(s) thereof is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may be) of the agreement or instrument relating elect to convert into Qualified Equity Interests, such Indebtedness for Borrowed Money from and such failure shall continue after the applicable grace perioddate, if any, specified in on which such conversion has been effected; provided, further, that such failure is unremedied or is not waived by the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment holders of such Indebtedness for Borrowed Money prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that with respect to any of the defaults described in clauses (A) and (B) above in respect of Indebtedness outstanding under the First Lien Loan Documents, such default shall only constitute an Event of Default under this Agreement if (x) Indebtedness under the First Lien Loan Documents has been made accelerated in form and substance satisfactory to accordance with its terms, or (y) such default arises from the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability failure to pay its debts generally as they become due.at final maturity (after giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of Indebtedness under the First Lien Loan Documents; or
Cross-Default. a(i) Any The Borrower or any Major Subsidiary Guarantor shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money of its Debt which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Debt of the Requisite Amount Borrower and the Subsidiaries so in the aggregate default (but excluding indebtedness arising Debt hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to Debt; (ii) the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is Guarantor shall fail to pay any principal with respect to the obligations outstanding in a principal amount of at least under the Requisite Amount in Revolving Loan Documents when the aggregate shall be declared to be same becomes due and payablepayable (whether by scheduled maturity, or required to be prepaid (other than by a scheduled required prepayment, acceleration, demand or otherwise), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the Revolving Credit Agreement; (iii) any default of the type set forth in Section 7.1(g) of the Revolving Credit Agreement shall have occurred and be continuing; (iv) any other event shall occur or condition shall exist under the Revolving Loan Documents, and shall continue after the applicable -61- NY\6260051.12grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate such Debt prior to the stated maturity thereof; and (v) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt (but excluding Debt under the Revolving Loan Documents) which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Indebtedness for Borrowed Money unless adequate provision for Debt of the payment Borrower and the Subsidiaries so in default (other than Debt hereunder), and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such Indebtedness for Borrowed Money has been made in form and substance satisfactory event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the Required Lenders. stated maturity thereof; provided that, for purposes of this paragraph (cf), the "principal amount" of the obligations in respect of Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any netting agreements) Parent or any of its Major Subsidiaries shall admit in writing its inability that would be required to pay its debts generally as they become due.be paid if such Hedging Arrangements were terminated at such time;
Cross-Default. a) Any Borrower or any Major Subsidiary shall fail (i) to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), ) any amounts owing under any Indebtedness which in the aggregate exceeds One Hundred Thousand Dollars ($100,000) or any interest or premium thereon and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for Indebtedness, or (ii) to perform any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower term or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared covenant on its part to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower or such Major Subsidiary (as the case may be) of the performed under any agreement or instrument relating to any such Indebtedness for Borrowed Money and required to be performed and such failure shall continue after the applicable grace period, if any, specified in the such agreement or instrument relating instrument, if the effect of such failure to perform is to accelerate or to permit the acceleration of the maturity of any obligations of such Indebtedness, or (iii) any amounts owing under such Indebtedness for Borrowed Money shall be declared to be due and payable or required to be prepaid (other than by regularly scheduled required prepayment) prior to the stated maturity thereof; provided, that notwithstanding the foregoing, a default under the Handelsbanken Loans, the First Commercial Loans or the Chiao Tung Loans shall not be a default under this Agreement unless adequate provision for the payment Borrower has failed to cure any such default within 30 days after receipt of written notice from Handelsbanken, First Commercial or Chiao Tung Bank (as applicable) of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.default; or
Cross-Default. a(i) Any Borrower (x) The Issuer or any Major Subsidiary the Parent shall fail to pay make any payment (whether of principal of or premium or interest on and regardless of amount) in respect of any Indebtedness for Borrowed Money which is outstanding of the Issuer or the Parent in a principal amount in excess of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Major Subsidiary ($50,000,000, when and as the case may be), when the same becomes shall become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise)payable, and such failure shall continue after (y) any event or condition occurs that results in any Indebtedness of the applicable grace period, if any, specified in Issuer or the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding Parent in a principal amount in excess of at least the Requisite Amount in the aggregate shall be declared $50,000,000 becoming due prior to be due and payableits scheduled maturity, or required to be prepaid (other than by a scheduled required requiring the prepayment), redeemedrepurchase, purchased redemption or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case defeasance thereof prior to the stated maturity thereof its scheduled maturity; provided that this clause (i) shall not apply to secured indebtedness that becomes due as a result of a breach by such Borrower the voluntary sale or such Major Subsidiary (as the case may be) transfer of the agreement property or instrument relating assets securing such indebtedness; or (ii) there shall occur under any Swap Contract to such Indebtedness for Borrowed Money and such failure shall continue after which the applicable grace period, if any, specified in Issuer or the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.is a party an early termination date
Cross-Default. aBorrower hereby agrees that any breach or default or other similar condition or event (however described) Any Borrower of any other loan, note, obligations, or indebtedness now or hereafter owed to Lender beyond any Major Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money which is outstanding in a principal amount of at least the Requisite Amount applicable grace period provided in the aggregate (but excluding instrument or agreement under which such indebtedness arising hereunder) of such Borrower or such Major Subsidiary (as the case may be)was created, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (b) Any Indebtedness for Borrowed Money of any Borrower or any Major Subsidiary which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness for Borrowed Money shall be required to be made, in each case prior to the stated maturity thereof as a result of deemed a breach by such Borrower or such Major Subsidiary (as the case may be) and default of the agreement or instrument relating to such Indebtedness for Borrowed Money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for Borrowed Money unless adequate provision for the payment of such Indebtedness for Borrowed Money has been made in form and substance satisfactory to the Required Lenders. (c) Parent or any of its Major Subsidiaries shall admit in writing its inability to pay its debts generally as they become duethis document.