Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within three (3) days of when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower shall fail to comply with any of its covenants contained in Section 10 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) and such failure shall continue for ten (10) days; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 13.1) for fifteen (15) days after written notice of such failure has been given to the Borrower by the Agent or any Bank; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any of the Collateral Trust Debentures or any other obligation for borrowed money or credit received or in respect of any Capitalized Leases, in each case, in respect of obligations in excess of $10,000,000 or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases, in each case in respect of obligations in excess of $10,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other such outstanding final judgments, against the Borrower or any of its Subsidiaries exceeds in the aggregate $10,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) (i) the Parent shall cease to own, legally and beneficially, 80% of the capital stock of the Borrower or (ii) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than a person or group of persons holding in excess of the following percentage on the Closing Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of the Parent; or, during any period of twelve consecutive calendar months, individuals who were directors of the Parent on the first day of such period shall cease to constitute a majority of the board of directors of the Parent; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank. 13.2.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rollins Truck Leasing Corp)
Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Facility Fee, the Administrative Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within three five (35) days of when after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower or the Parent shall fail to comply with any of its their covenants contained in Section 10 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 7 (other than those referred to in clause (i) of this paragraph (c7.2, 7.7, 7.10 and 7.11)) and such failure shall continue for ten (10) days, 8 or 9; (d) the Borrower or the Parent or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 13.112) for fifteen thirty (1530) days after written notice of such failure has been given to the Borrower by the Agent or any BankAdministrative Agent; (e) any representation or warranty of the Borrower or the Parent or any of its their Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation (including any guaranties thereof) in respect of the Collateral Trust Debentures or any other obligation for borrowed money or credit received (including letters of credit issued for the account of the Borrower, the Parent or any of its Subsidiaries) or in respect of any Capitalized Leases, in each case, in respect of obligations Leases in excess of $10,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases, in each case in respect of obligations Leases in excess of $10,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower Borrower, the Parent or any of its their Subsidiaries or of any substantial part of the assets of any of the Borrower Borrower, the Parent or any of its their Subsidiaries or shall commence any case or other proceeding relating to any of the Borrower Borrower, the Parent or any of its their Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrower Borrower, the Parent or any of its their Subsidiaries and any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrower, the Parent or any of its their Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrower Borrower, the Parent or any Subsidiary of the Borrower their Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty days, whether or not consecutive, any final judgment against any of the Borrower Borrower, the Parent or any of its their Subsidiaries that, with other such outstanding final judgments, undischarged, against the Borrower or Borrower, the Parent and any of its their Subsidiaries exceeds in the aggregate $10,000,0005,000,000; (j) (i) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or (ii) any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto (A) the Borrower, the Parent or any of their respective Subsidiaries party thereto, or (B) any of the Xxxxx family stockholders, or (C) any other stockholder if such action, suit or proceeding has not been dismissed or withdrawn within sixty (60) days of the commencement thereof, or (iii) any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) the Borrower or any ERISA Affiliate incurs any liability pursuant to Title IV of ERISA (other than for premiums) to the PBGC or a Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $1,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) any of the Borrower, the Parent or any of their Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; or (m) the Parent shall cease to own, legally and beneficiallydirectly or indirectly, 80100% of the capital stock of the Borrower Borrower; or (ii) any person or group of persons (within the meaning of Section 13 or 14 Xxxxxxx X. Xxxxx and members of the Securities Exchange Act Xxxxx family (or any trusts or similar entities established for the benefit of 1934members of the Xxxxx family) shall at any time cease to own, as amendedlegally or beneficially, at least fifty-one percent (51%) (other than a person or group by number of persons holding in excess votes) of the following percentage on the Closing Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock Voting Stock of the Parent; or, during any period of twelve consecutive calendar months, individuals who were directors or who were elected by the members of the board of directors of the Parent on the first day of such period shall cease to constitute a majority of the board of directors of the Parent; . then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower and the Parent; provided that in the event of any Event of Default specified in Sections 13.1(g12.1(g) or 13.1(h12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any Bank. 13.212.2.
Appears in 1 contract
Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within three (3) days of Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower shall fail to comply with any of its covenants contained in Section 10 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8Borrower, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) and such failure shall continue for ten (10) days; (d) the Borrower Guarantors, or any of its their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §§9.2-9.11 applicable to such Person; (d) any of the Borrower, the Guarantors, or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this Section 13.1) for fifteen (15) days after written notice of such failure has been given to §12 or in the Borrower by the Agent or any Bankother Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors, or any of its their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries shall fail to pay when due (including without limitation at maturity), or within any applicable period of grace, any of the Collateral Trust Debentures or any other obligation for borrowed money or credit received or in respect of any Capitalized Leasesother Indebtedness, in each case, in respect of obligations in excess of $10,000,000 or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases, in each case in respect of obligations in excess of $10,000,000 other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption or purchase thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this §12.1(f), involve singly or any such holder in the aggregate obligations for Recourse Indebtedness totaling in excess of $20,000,000.00 or holders shall rescind or shall have a right to rescind the purchase Non- Recourse Indebtedness totaling in excess of any such obligations$50,000,000.00; (g) any of the Borrower Borrower, the Guarantors, or any of its Subsidiaries their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other such outstanding final judgments, against the Borrower or any of its Subsidiaries exceeds in the aggregate $10,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) (i) the Parent shall cease to own, legally and beneficially, 80% of the capital stock of the Borrower or (ii) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than a person or group of persons holding in excess of the following percentage on the Closing Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of the Parent; or, during any period of twelve consecutive calendar months, individuals who were directors of the Parent on the first day of such period shall cease to constitute a majority of the board of directors of the Parent; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank. 13.2.for
Appears in 1 contract
Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or and/or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or fees or other sums due amounts owing hereunder or under any of the other Loan Documents, within three (3) days of when Business Days after the same shall become due and payable, payable whether at the stated date of maturity Maturity Date or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower shall fail to comply with any of its the covenants contained in Section 10 7, 8 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) and such failure shall continue for ten (10) dayshereof; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 13.1subsections (a), (b), and (c) for fifteen (15above) and such failure shall not be remedied within 30 days after written notice of such failure has shall have been given to the Borrower by the Administrative Agent or any Bankof the Banks; (e) any representation or warranty of the Borrower or any of its Subsidiaries contained in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturitywhen due, or within any applicable period of grace, any of the Collateral Trust Debentures or any other obligation for borrowed money or credit received or Indebtedness in respect of any Capitalized Leasesan aggregate amount greater than $5,000,000, in each case, in respect of obligations in excess of $10,000,000 or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures one or the Collateral Trust Indenture or any other agreement more agreements by which it is bound, evidencing or securing borrowed money or credit received or any Indebtedness in respect of any Capitalized Leases, in each case in respect of obligations in excess of an aggregate amount greater than $10,000,000 5,000,000 for such period of time as would, or would permit have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, thereof or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligationsterminate its commitment with respect thereto; (g) the Borrower or any of its Subsidiaries shall make Subsidiary makes an assignment for the benefit of creditors, or admit admits in writing its inability to pay or generally fail fails to pay its debts as they mature or become due, or shall petition petitions or apply applies for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries Subsidiary or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence commences any case or other proceeding relating to the Borrower or any of its Subsidiaries Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take takes any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be is filed or any such case or other proceeding shall be is commenced against the Borrower or any of its Subsidiaries and Subsidiary or the Borrower or any of its Subsidiaries shall indicate Subsidiary indicates its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereoftherein; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted, and such decree or order remains in effect for more than 30 days, whether or not consecutive; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries thatSubsidiary which, with other such outstanding final judgments, judgments against the Borrower or any of and its Subsidiaries exceeds in the aggregate $10,000,0005,000,000 after taking into account any undisputed insurance coverage; (j) if with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any Subsidiary or any Subsidiary to the PBGC or the Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Plan; (k) any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) (i) the Parent shall cease to own, legally and beneficially, 80% of the capital stock of the Borrower or (iil) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than a person or group of persons holding in excess of the following percentage on the Closing Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 2520% or more of the outstanding shares of common voting stock of the Parent; Borrower or, during any period of twelve consecutive calendar months, individuals who were directors of the Parent Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Parent; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank. 13.2.;
Appears in 1 contract
Samples: Credit Agreement (Millipore Corp)
Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's facility fee, or other sums due hereunder or under any of the other Loan Documents, within three (3) days of when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower shall fail to comply with any of its covenants contained in Section 10 sect.sect.6, 7 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) and such failure shall continue for ten (10) days; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 13.1sect.11) for fifteen (15) days after written notice of such failure has been given to the Borrower by the Agent or any BankAgent; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any of the Collateral Trust Debentures or any other obligation for borrowed money or credit received or in respect of any Capitalized Leases, in each case, in respect of obligations in excess of $10,000,000 or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is boundbound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of capital stock of the Borrower or other Margin Stock for so long as such stock constitutes Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases, in each case in respect of obligations in excess of $10,000,000 Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other such outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $10,000,0001,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents loan documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) (i) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Parent Majority Banks shall cease have determined in their reasonable discretion that such event reasonably could be expected to own, legally and beneficially, 80% of the capital stock result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Guaranteed Pension Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (iil) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any assets of the Borrower or its Subsidiaries, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries on a consolidated basis; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries on a consolidated basis; (o) the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower and its Subsidiaries having a fair market value in excess of $5,000,000; or (p) (i) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (, but other than a person or group of persons holding in excess of the following percentage on the Closing DateJxx Xxxxxx and/or Rxxxxxx Xxxxxx) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% twenty percent (20%) or more of the outstanding shares of common stock of the ParentBorrower; or, (ii) Jxx Xxxxxx and/or Rxxxxxx Xxxxxx shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of twenty-five percent (25%) or more of the outstanding shares of common stock of the Borrower; or (iii) during any period of twelve (12) consecutive calendar months, individuals who were directors of the Parent Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the ParentBorrower; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(gsect.11.1(g), 11.1(h) or 13.1(h11.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank. 13.211.2.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when within five (5) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within three (3) days of Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower or the Company shall fail to comply with any of its covenants contained in Section 10 7.5, the first sentence of 7.6, 7.7, 8 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) and such failure shall continue for ten (10) dayshereof; (d) the Borrower or any of its Subsidiaries Guarantor shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 13.112) for fifteen thirty (1530) days after written notice of such failure has been given from Agent to the Borrower by the Agent or any BankBorrower; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated, provided, however, that with respect to the representations and warranties of the Borrower contained in 6.2, 6.3, 6.13, 6.18 and in paragraphs (a), (c), (d), (e) and (f) of 6.22, if the condition or event making the representation and warranty false is capable of being cured by the Borrower, no enforcement action has been commenced against the Borrower or the applicable Mortgaged Property on account of such condition or event nor is the applicable Mortgaged Property subject to risk of forfeiture due to such condition or event, and the Borrower promptly commences the cure thereof after the Borrower's first obtaining knowledge of such condition or event, the Borrower shall have a period of thirty (30) days after the date that the Borrower first obtained knowledge of such condition or event during which the Borrower may cure such condition or event (or, if such condition or event is not reasonably capable of being cured within such thirty (30) day period, such additional period of time as may be reasonably required in order to cure such condition or event but in any event such period shall not exceed six (6) months from the date that the Borrower first obtained knowledge of such condition or event), and no Event of Default shall exist hereunder during such thirty (30) day or additional period so long as the Borrower continuously and diligently pursues the cure of such condition or event and the other conditions to such cure period have not changed; (f) the Borrower Borrower, the Company, any of the Related Companies or any of its Subsidiaries Permitted Joint Venture shall fail to pay at maturity, or within any applicable period of grace, any of the Collateral Trust Debentures Recourse Indebtedness, or any other obligation for borrowed money or credit received or in respect of any Capitalized Leases, in each case, in respect of obligations in excess of $10,000,000 or shall fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases, in each case in respect of obligations in excess of $10,000,000 Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or and in any event, such holder or holders failure shall rescind or shall have a right to rescind continue for thirty (30) days, unless the purchase aggregate amount of all such defaulted Recourse Indebtedness plus the amount of any such obligationsunsatisfied judgments described in paragraph (i) of this 12.1 is less than $30,000,000.00; (g) any of the Borrower Borrower, the Company or any of its Subsidiaries Guarantor shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries properties or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries such Person and the Borrower or any of its Subsidiaries such Person shall indicate its approval thereof, consent thereto or acquiescence therein or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such petition or application event shall not have been dismissed within forty-five (45) days following the filing thereofa Material Adverse Effect; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower Borrower, the Company, or any of its Subsidiaries Guarantor bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower Borrower, the Company, or any Subsidiary of the Borrower Guarantor in an involuntary case under federal bankruptcy laws as now or hereafter constitutedconstituted or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such event shall have a Material Adverse Effect; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty days, whether or not consecutive, any uninsured final judgment against the Borrower or any of its Subsidiaries that, with other such outstanding uninsured final judgments, undischarged, against the Borrower Borrower, the Company or any of its Subsidiaries the Related Companies plus the amount of any defaulted Recourse Indebtedness under paragraph (f) of this 12.1, exceeds in the aggregate $10,000,00030,000,000.00; (j) if any of the Loan Documents or any material provision of any Loan Documents shall be unenforceable, cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (k) the Borrower or any Guarantor shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of the Borrower; (il) the Parent Borrower shall cease fail to ownpay, legally and beneficiallyobserve or perform any term, 80% of the capital stock covenant, condition or agreement contained in any agreement, document or instrument evidencing, securing or otherwise relating to any Indebtedness of the Borrower or (ii) to any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) Bank (other than a person the Obligations) and/or relating to any Permitted Lien (other than the Obligations) within any applicable period of grace provided for in such agreement, document or group instrument; (m) any "Event of persons holding Default", as defined in excess any of the following percentage on other Loan Documents or in the Closing Date) Subordinated Debenture Indenture, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of the Parent; or, during any period of twelve consecutive calendar months, individuals who were directors of the Parent on the first day of such period shall cease to constitute a majority of the board of directors of the Parentoccur; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Requisite Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(g12.1(g) or 13.1(h12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bankaction by the Requisite Banks. 13.212.2.
Appears in 1 contract
Samples: Loan Agreement (Liberty Property Limited Partnership)
Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within three (3) days of Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) (i) the Borrower shall fail to comply with any of its covenants the covenant contained in Section 10 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 9 or 10 (other than those referred to in clause (i) of this paragraph (c)) §9.1 and such failure shall continue for ten five (105) days; (d) Business Days after written notice thereof shall have been given to the Borrower by the Agent; the Borrower shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4 or §9.5; the Borrower, the Guarantors or any of its their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this Section 13.1) for fifteen (15) days after written notice of such failure has been given to §12 or in the Borrower by the Agent or any Bankother Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of its their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) any of the Borrower Borrower, the Guarantors or any of its their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any of the Collateral Trust Debentures principal, interest or other amount on account any other obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized LeasesDerivatives Contracts), in each case, in respect of obligations in excess of $10,000,000 or shall fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, in each case in respect of obligations in excess of $10,000,000 Derivatives Contracts) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or to require the settlement, termination, prepayment, purchase or redemption thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve (i) in respect of Recourse Indebtedness, singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $50,000,000.00 or (ii) in respect of Non-Recourse Indebtedness, singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $75,000,000.00; the Borrower, any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower Guarantor or any of its Subsidiaries their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator liquidator, monitor, receiver, receiver-manager, or receiver of the Borrower similar official for it or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effectInsolvency Law, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, receiver, monitor, receiver-manager, or similar official of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries such Person under any Insolvency Law, and the Borrower or any of its Subsidiaries such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (h) a decree or order is entered appointing any such a trustee, custodian, liquidator liquidator, receiver, monitor, receiver-manager, or receiver or adjudicating similar official for the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower such Person in an involuntary case under federal bankruptcy laws as now or hereafter constitutedany Insolvency Law; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, one or more uninsured or unbonded final judgments against Borrower, any final judgment against the Borrower Guarantor or any of its their respective Subsidiaries that, with other such outstanding final judgments, against the Borrower either individually or any of its Subsidiaries exceeds in the aggregate aggregate, exceed $10,000,00050,000,000.00; (j) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholdersa Guarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of any of the Borrower, any Guarantor or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ky) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal or foreign crime, a punishment for which could include the forfeiture of (i) any assets of Borrower, any Guarantor or any of their respective Subsidiaries which in the Parent shall cease to own, legally and beneficially, 80% good faith judgment of the capital stock of the Borrower Required Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) any person or group of persons (within the meaning of Section 13 or 14 assets included in the calculation of the Securities Exchange Act of 1934Unencumbered Asset Value; any Guarantor denies that it has any liability or obligations under the Guaranty or any other Loan Document, as amended) (other than a person or group of persons holding in excess shall notify the Agent or any of the following percentage on Lenders of such Guarantor’s intention to attempt to cancel or terminate the Closing Date) Guaranty or cancel the Contribution Agreement or any other Loan Document, or shall have acquired beneficial ownership (within fail to observe or comply with any term, covenant, condition or agreement under the meaning Guaranty or any other Loan Document; or an Event of Rule 13d-3 promulgated by the Securities and Exchange Commission Default under said Act) of 25% or more any of the outstanding shares of common stock of the Parent; or, during any period of twelve consecutive calendar months, individuals who were directors of the Parent on the first day of such period other Loan Documents shall cease to constitute a majority of the board of directors of the Parentoccur; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Sections 13.1(g§12.1(h), §12.1(i) or 13.1(h§12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Required U.S. Dollar Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the U.S. Dollar Revolving Credit Lenders will cause a U.S. Dollar Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch U.S. Dollar Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable first under the Letters of Credit and then to all other Revolving Credit Loans. 13.2In the alternative, if demanded by Agent in its absolute and sole discretion after the occurrence of an Event of Default, Borrower will deposit in the Collateral Account and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable first under the Letters of Credit and then to other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations as provided above or if there are no outstanding Obligations and Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by Borrower will be released to Borrower.
Appears in 1 contract
