Enforcement Events. If one or more of the following events (each, an “Enforcement Event” and, collectively, the “Enforcement Events”) shall have occurred and be continuing: (a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether on DEMAND, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower shall fail to pay any interest owing hereunder or any fees or other sums due hereunder or under the other Loan Documents within five (5) days of the date when the same shall become due and payable; or (c) the Borrower shall fail to observe or perform any agreement, condition, conduct of business guideline or other guideline contained in this Agreement (other than Section 5.04) or any of the other Loan Documents; or (d) the Borrower shall fail to observe or perform the conduct of business guideline contained in Section 5.04 hereof and such failure shall continue for thirty (30) days; or (e) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect when made (or deemed made); or (f) the Borrower shall fail to make any payment in respect of any Debt in when due or within any applicable grace period; or (g) any event or condition shall occur which results in the acceleration of the maturity of any Debt of the Borrower or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or (h) the Borrower, the General Partner or the Investment Manager, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner or the Investment Manager, or the Borrower, the General Partner or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, or shall take any action to authorize any of the foregoing; or (i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner or the Investment Manager under the bankruptcy laws of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or (i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or (k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be the investment manager of the Borrower; or (1) any step is taken by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that it may not be repaid for the Loans; or
Appears in 1 contract
Sources: Demand Discretionary Credit Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Enforcement Events. If one or more of the following events (each, an “Enforcement Event” and, collectively, the “Enforcement Events”) shall have occurred and be continuingIf:
(a) default is made by the Borrower shall fail to pay Issuer in the payment of any principal or interest due in respect of the Loans when the same shall become due and payable, whether on DEMAND, at the stated date of maturity Notes or any accelerated date of maturity them and the default continues for a period of seven days in the case of principal or at any other date fixed for payment;14 days in the case of interest; or
(b) the Borrower shall fail to pay any interest owing hereunder or any fees or other sums due hereunder or under the other Loan Documents within five (5) days of the date when the same shall become due and payablea Subordination Event occurs; or
(c) any order is made by any competent court or resolution is passed for the Borrower winding-up, dissolution or liquidation of the Issuer, the holder of any Note may:
(i) in the case of (a) above, institute proceedings for the Issuer to be declared bankrupt or insolvent or for there otherwise to be a Subordination Event, or for the Issuer's winding-up, dissolution or liquidation, and prove in the winding-up, dissolution or liquidation of the Issuer; and/or
(ii) in the case of (b) or (c) above, claim or prove in the winding-up, dissolution or liquidation of the Issuer, but (in either case) may take no further or other action (other than as provided in this Condition 11) to enforce, claim or prove for any payment by the Issuer in respect of the Notes and may only claim such payment in the winding-up, dissolution or liquidation of the Issuer. In any of the events or circumstances described in (b) or (c) above, the holder of any outstanding Note may give notice to the Issuer that the Note is, and it shall fail accordingly forthwith become, immediately due and repayable at its then Prevailing Principal Amount, together with interest accrued and unpaid to observe or perform (but excluding) the date of repayment, subject to the subordination provisions described under Condition 3.1 above. The holder of any agreementNote may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, conduct of business guideline undertaking or other guideline contained in this Agreement provision binding on the Issuer under the Notes (other than Section 5.04) than, without prejudice to the provisions above, any obligation for the payment of any principal or any interest in respect of the other Loan Documents; or
(d) Notes), provided that the Borrower Issuer shall fail not by virtue of the institution of any such proceedings be obliged to observe pay any amount or perform amounts sooner than the conduct of business guideline contained in Section 5.04 hereof and such failure shall continue for thirty (30) days; or
(e) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to same would otherwise have been incorrect when made (payable by it, except with the prior approval of the BRSA. No remedy against the Issuer other than as provided above shall be available to the holders of Notes, whether for the recovery of amounts owing in respect of the Notes or deemed made); or
(f) the Borrower shall fail to make any payment in respect of any Debt in when due or within any applicable grace period; or
(g) any event or condition shall occur which results in breach by the acceleration of the maturity Issuer of any Debt of the Borrower or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or
(h) the Borrower, the General Partner or the Investment Manager, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner or the Investment Manager, or the Borrower, the General Partner or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its propertyobligations, covenants or shall take any action to authorize any of the foregoing; or
(i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner or the Investment Manager undertakings under the bankruptcy laws of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or
(i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or
(k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be the investment manager of the Borrower; or
(1) any step is taken by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that it may not be repaid for the Loans; orNotes.
Appears in 1 contract
Sources: Fiscal Agency Agreement
Enforcement Events. If one or more of the following events (each, an “Enforcement Event” and, collectively, the “Enforcement Events”) shall have occurred and be continuing:
(a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether on DEMAND, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(b) the Borrower shall fail to pay any interest owing hereunder or any fees or other sums due hereunder or under the other Loan Documents within five (5) days of the date when the same shall become due and payable; or
(c) the Borrower shall fail to observe or perform any agreement, condition, conduct of business guideline or other guideline contained in this Agreement (other than Section 5.04) or any of the other Loan Documents; or
(d) the Borrower shall fail to observe or perform the conduct of business guideline contained in Section 5.04 hereof and such failure shall continue for thirty (30) days; or;
(e) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made (or deemed made); or
(f) the Borrower shall fail to make any payment in respect of any Debt in excess of $1,000,000 when due or within any applicable grace period; or
(g) any event or condition shall occur which results in the acceleration of the maturity of any Debt of the Borrower or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or
(h) the Borrower, the General Partner Borrower or the Investment Manager, Manager shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner Borrower or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner Borrower or the Investment Manager, or the Borrower, the General Partner Borrower or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner Borrower or the Investment Manager or any substantial part of its property, or shall take any action to authorize any of the foregoing; or
(i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner Borrower or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner Borrower or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner Borrower or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner Borrower or the Investment Manager under the bankruptcy laws of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or
(i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or
(k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be the investment manager of the Borrower; or
(1l) any step is taken by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that it may not be repaid for the Loans; or
(m) the Borrower’s Net Asset Value at any time declines by 40% or more from the Borrower’s Net Asset Value reflected in the certificate delivered to the Bank pursuant to Section 3.01(k); or
(n) any action, condition or thing, including the obtaining of any necessary consent at any time required to be taken, fulfilled or done for the performance of the Borrower’s obligations under this Agreement or any other Loan Document, ceases to be in full force and effect without modification or any condition in or relating to any such consent is not complied with; or
(o) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Alternative Investments Inc. or any other Affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Alternative Investments Inc. reasonably acceptable to Bank shall cease to be the general partner of the Investment Manager; or
(p) without the prior written consent of the Bank, the Custodian shall cease to be the custodian of the Borrower’s assets for purposes of Section 17(f) of the Investment Company Act or the Administrator shall cease to be the administrator of the Borrower; or
(q) subject to Section 8.08 hereof, it is unlawful for the Borrower to perform or comply with any one or more of its obligations under this Agreement or any of the other Loan Documents; then, and in every such event, the Bank shall be permitted to proceed to take and enforce its rights hereunder and under the Security Documents. In addition, if any Bankruptcy Event shall have occurred, then automatically without any notice to the Borrower or any other act by the Bank, the Bank shall have been deemed to have made demand for repayment of all the Obligations hereunder and the Loans (together with accrued interest thereon) and other Obligations shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding the foregoing, and whether or not an Enforcement Event has occurred and is continuing, the Bank may, at any time and in its sole and absolute discretion, terminate all credit extended by the Bank under this Agreement and the other Loan Documents and demand payment of all Obligations hereunder.
Appears in 1 contract
Sources: Demand Discretionary Credit Agreement (Morgan Stanley Global Long/Short Fund A)
Enforcement Events. If one or more of the following events (each, an “Enforcement Event” and, collectively, the “Enforcement Events”) This debenture shall have occurred and be continuingenforceable if:
(a) the Borrower shall fail to pay any principal of the Loans Secured Liabilities shall not be paid or discharged when the same shall become due and payable, ought to be paid or discharged by the Borrower (whether on DEMAND, demand or at the stated date of scheduled maturity or any accelerated date of maturity by acceleration or at any other date fixed for payment;otherwise, as the case may be); or
(b) the Borrower shall fail to pay be in breach of any interest owing hereunder or any fees or other sums due hereunder of its obligations under this debenture or under any other agreement between the other Loan Documents Borrower and the Lender and that breach (if capable of remedy) has not been remedied to the satisfaction of the Lender within five (5) 28 days of notice by the date when Lender to the same shall become due and payableBorrower to remedy the breach; or
(c) the Borrower shall fail Borrower:
(i) becomes unable to observe or perform any agreement, condition, conduct of business guideline or other guideline contained in this Agreement pay its debts as they fall due (other than Section 5.04) or any and/or the value of the other Loan DocumentsBorrower's assets is less than the amount of its liabilities, taking into account the Borrower's contingent and prospective liabilities); or
(ii) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness; or
(iii) makes a general assignment for the benefit of, or a composition with, its creditors; or
(d) the Borrower shall fail to observe passes any resolution or perform takes any corporate action or a petition is presented or proceedings are commenced or any action is taken by any person for its winding-up, dissolution, administration or re-organisation or for the conduct appointment of business guideline contained in Section 5.04 hereof a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its revenues and such failure shall continue for thirty (30) daysassets; or
(e) a distress, execution, attachment or other legal process is levied or enforced upon or sued against all or any representation, warranty, certification or statement made (or deemed made) by part of the assets of the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect when made (or deemed made)and remains undischarged for seven days; or
(f) the Borrower shall fail to make any payment in respect an Event of any Debt in when due or within any applicable grace period; or
Default (g) any event or condition shall occur which results as defined in the acceleration Facility Agreement) occurs, and in any such event (whether or not the event is continuing), without prejudice to any other rights of the maturity of any Debt of the Borrower or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or
(h) the BorrowerLender, the General Partner or the Investment Manager, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law powers of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner or the Investment Manager, or the Borrower, the General Partner or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, or shall take any action to authorize any of the foregoing; or
(i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner or the Investment Manager sale under the bankruptcy laws Law of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or
(i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or
(k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇Property A▇▇ ▇▇▇▇▇▇▇ shall not immediately be exercisable and the investment manager Lender may in its absolute discretion enforce all or any part of the Borrower; or
(1) any step is taken security created by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that this debenture as it may not be repaid for the Loans; orsees fit.
Appears in 1 contract
Sources: Debenture (Advance Nanotech, Inc.)
Enforcement Events. If one or more The provisions of this Condition 9.1(b) shall apply in relation to any Series of Tier 2 Notes only. The Trustee at its discretion may, and if so requested in writing by the holders of at least one- quarter in nominal amount of the following events relevant Series of Tier 2 Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), without further notice:
(i) if the Issuer fails to pay the principal of or interest on any of the Tier 2 Notes when due and such failure continues for a period of five Business Days, institute proceedings for the winding up of the Issuer in England (or such other jurisdiction in which the Issuer is organised) (but not elsewhere) and/or prove in any Winding Up or Qualifying Procedure of the Issuer, but may take no other action in respect of such default;
(ii) if an order is made or an effective resolution is passed for the Winding Up or a Qualifying Procedure of the Issuer, give notice to the Issuer that the Tier 2 Notes of such Series are, and they shall accordingly immediately become, due and repayable at their Early Redemption Amount together with accrued but unpaid interest (subject to Condition 2.2(b)) and the Trustee may prove and/or claim in such Winding Up or Qualifying Procedure of the Issuer; or
(iii) without prejudice to paragraph (i) or (ii) above, if the Issuer breaches any of its obligations under the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series (other than any payment obligation of the Issuer under or arising from the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series, including, without limitation, payment of any principal or interest in respect of the Tier 2 Notes and Tier 2 Coupons and any damages awarded for breach of any obligations) subject as provided below, at its discretion and without further notice, institute such steps, actions or proceedings as it may think fit to enforce the obligation in question provided always that the Trustee (acting on behalf of the Noteholders but not the Trustee acting in its personal capacity under the Trust Deed) and the Noteholders may not enforce, and may not be entitled to enforce or otherwise claim, against the Issuer any judgment or other award given in such proceedings that requires the payment of money by the Issuer, whether by way of damages or otherwise (a "Monetary Judgment"), except by proving such Monetary Judgment in a winding up of the Issuer and/or claiming such Monetary Judgment in an administration of the Issuer and in no event shall the Issuer, by virtue of the institution of any such steps, actions or proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it pursuant to these Conditions and the Trust Deed. Nothing in this Condition 9.1(b) shall, however, prevent the Trustee acting in its personal capacity under the Trust Deed instituting proceedings for the winding up of the Issuer in England (or such other jurisdiction in which the Issuer is organised) (but not elsewhere) and/or proving in any Winding Up or Qualifying Procedure of the Issuer in respect of any payment obligations of the Issuer arising from such Tier 2 Notes, Tier 2 Coupons or the Trust Deed (including any damages awarded for breach of any such obligations), (each, an “"Enforcement Event” and, collectively, "). No remedy against the “Enforcement Events”) shall have occurred and be continuing:
(a) Issuer other than the Borrower shall fail to pay any principal institution of the Loans when proceedings referred to in this Condition 9.1(b) or proving in a Winding Up or Qualifying Procedure of the same Issuer, shall become due and payable, be available to the Trustee or the Tier 2 Noteholders or the Tier 2 Couponholders whether on DEMAND, at for the stated date recovery of maturity amounts owing in respect of the Tier 2 Notes or any accelerated date of maturity or at any other date fixed for payment;
(b) the Borrower shall fail to pay any interest owing hereunder or any fees or other sums due hereunder Tier 2 Coupons or under the other Loan Documents within five (5) days of the date when the same shall become due and payable; or
(c) the Borrower shall fail to observe or perform any agreement, condition, conduct of business guideline or other guideline contained Trust Deed in this Agreement relation thereto (other than Section 5.04in the case of any amounts due to the Trustee in respect of its costs, charges, expenses, liabilities or remuneration or the rights and remedies of the Trustee in respect thereof) or any of the other Loan Documents; or
(d) the Borrower shall fail to observe or perform the conduct of business guideline contained in Section 5.04 hereof and such failure shall continue for thirty (30) days; or
(e) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect when made (or deemed made); or
(f) the Borrower shall fail to make any payment in respect of any Debt breach by the Issuer of any of its other obligations under or in when due or within any applicable grace period; or
(g) any event or condition shall occur which results in the acceleration respect of the maturity of any Debt of the Borrower Tier 2 Notes or enables the holder of such Debt Tier 2 Coupons or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or
(h) the Borrower, the General Partner or the Investment Manager, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner or the Investment Manager, or the Borrower, the General Partner or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, or shall take any action to authorize any of the foregoing; or
(i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner or the Investment Manager under the bankruptcy laws Trust Deed in relation thereto. For the purposes of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or
(i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or
(k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be the investment manager of the Borrower; or
(1) any step is taken by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that it may not be repaid for the Loans; orthis Condition 9:
Appears in 1 contract
Sources: Trust Deed
Enforcement Events. If one or more of the following events (each, an “Enforcement Event” and, collectively, the “Enforcement Events”) shall have occurred and be continuingIf:
(a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether on DEMAND, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;a Subordination Event occurs; or
(b) any order is made by any competent court or resolution is passed for the Borrower winding-up, dissolution or liquidation of the Issuer, the holder of any Note may claim or prove in the winding-up, dissolution or liquidation of the Issuer but may take no further or other action to enforce, claim or prove for any payment by the Issuer in respect of the Notes and may only claim such payment in the winding-up, dissolution or liquidation of the Issuer. In any of the events or circumstances described in (a) or (b) above, the holder of any outstanding Note may give notice to the Issuer that the Note is, and it shall fail accordingly forthwith become, immediately due and repayable at its then Prevailing Principal Amount, together with interest accrued and unpaid to (but excluding) the date of repayment (if not cancelled pursuant to Condition 5), subject to the subordination provisions described under Condition 3.1 above. The holder of any Note may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or provision binding on the Issuer under the Notes (other than, without prejudice to the provisions above, any obligation for the payment of any principal or interest in respect of the Notes), provided that the Issuer shall not by virtue of the institution of any such proceedings be obliged to pay any interest owing hereunder amount or any fees or other sums due hereunder or under amounts sooner than the other Loan Documents within five (5) days same would otherwise have been payable by it, except with the prior approval of the date when BRSA. No remedy against the same shall become due and payable; or
(c) the Borrower shall fail to observe or perform any agreement, condition, conduct of business guideline or other guideline contained in this Agreement (Issuer other than Section 5.04) or any as provided above shall be available to the holders of Notes, whether for the recovery of amounts owing in respect of the other Loan Documents; or
(d) the Borrower shall fail to observe Notes or perform the conduct of business guideline contained in Section 5.04 hereof and such failure shall continue for thirty (30) days; or
(e) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement, in any other Loan Document, or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect when made (or deemed made); or
(f) the Borrower shall fail to make any payment in respect of any Debt in when due or within any applicable grace period; or
(g) any event or condition shall occur which results in breach by the acceleration of the maturity Issuer of any Debt of the Borrower or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a financial contract, enables the non-defaulting party to terminate the contract evidencing such Debt; or
(h) the Borrower, the General Partner or the Investment Manager, shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of the Borrower’s, the General Partner’s or the Investment Manager’s property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Borrower, the General Partner or the Investment Manager, or the Borrower, the General Partner or the Investment Manager shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall appoint a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its propertyobligations, covenants or shall take any action to authorize any of the foregoing; or
(i) an involuntary case or other proceeding shall be commenced against the Borrower, the General Partner or the Investment Manager seeking liquidation, reorganization or other relief with respect to the Borrower, the General Partner or the Investment Manager or its debts under any bankruptcy, insolvency, examinership or other similar law of any jurisdiction, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of the Borrower, the General Partner or the Investment Manager or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or an order for relief shall be entered against the Borrower, the General Partner or the Investment Manager undertakings under the bankruptcy laws of any jurisdiction as now or hereafter in effect (the events set forth in clauses (h) and (i) hereof being hereinafter referred to as a “Bankruptcy Event”); or
(i) any litigation or governmental proceeding which has been instituted against the Borrower or the General Partner could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or the condition (financial or otherwise) of the Borrower or draw into question the validity or enforceability of any Loan Document or (ii) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or
(k) any investment advisory agreement for the Borrower which is in effect on the Effective Date shall terminate or the Investment Manager or an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be the investment manager of the Borrower; or
(1) any step is taken by a third party to create or enforce a present or future security interest on or over the assets of the Borrower (including the taking of possession or the appointment of a receiver, manager or similar officer) which has or will have a material adverse effect on the financial condition of the Borrower such that the Bank in its reasonable opinion believes that it may not be repaid for the Loans; orNotes.
Appears in 1 contract
Sources: Fiscal Agency Agreement