Financial Restatement Default definition

Financial Restatement Default means, in connection with any delivery of financial statements pursuant to Section 5.04(d), a decrease of 5.0% or more in Consolidated EBITDA for the fiscal year ended September 30, 2006 (based on the net income or loss of Sunterra Corporation and its subsidiaries rather than of Holdings and its Subsidiaries, and adjusted to exclude, without duplication and to the extent deducted in determining such net income or loss and not added back in determining Consolidated EBITDA, net income or loss attributable to the European operations of Sunterra Corporation and its subsidiaries), as calculated based on the financial statements delivered pursuant to Section 5.04(d) for the fiscal year ended September 30, 2006 as compared to Consolidated EBITDA (determined in accordance with the parenthetical clause set forth above) for such fiscal year as calculated based on the financial statements for such period previously delivered to the Administrative Agent and the Lenders as referred to in Section 3.05. Notwithstanding the foregoing, in the event that there is a decrease of more than 5.0%, but less than 10.0%, in Consolidated EBITDA for the fiscal year ended September 30, 2006 as calculated for purposes of the previous sentence, prior to the date on which the certificate calculating such Consolidated EBITDA is required to be delivered pursuant to Section 5.04(d), Holdings shall have the right to issue Qualified Capital Stock for cash in an amount such that, if Consolidated EBITDA (determined in accordance with the parenthetical described above) for the fiscal year ended September 30, 2006 were increased by such amount, the ratio of Total Funded Debt as of September 30, 2006 (calculated on a pro forma basis giving effect to the Transactions taking place on the Closing Date) to such Consolidated EBITDA would not have been greater than 3.0 to 1.0, and upon use of the Net Cash Proceeds from such issuance to prepay Loans or First Lien Term Loans, there shall be deemed to not be a “Financial Restatement Default”.
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Related to Financial Restatement Default

  • Reporting Default means a Default described in Section 6.01(d).

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Financial Default means the total cessation or partial suspension of operations due to insolvency, with or without the filing of a bankruptcy petition by a tour operator, Cruise line, or airline.

  • Senior Payment Default means any default in the payment of principal of (or premium, if any) or interest on any Senior Debt of the Company when due, whether at the Stated Maturity of any such payment or by declaration of acceleration, call for redemption or otherwise. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Company, the Subsidiary Guarantors and the Trustee of written notice of such Senior Nonmonetary Default from the agent for the Designated Senior Debt which is the subject of such Senior Nonmonetary Default, no Securities Payment shall be made during the period (the “Payment Blockage Period”) commencing on the date of such receipt of such written notice and ending on the earlier of (i) the date on which such Senior Nonmonetary Default shall have been cured or waived or shall have ceased to exist or all Designated Senior Debt the subject of such Senior Nonmonetary Default shall have been discharged; (ii) the 179th day after the date of such receipt of such written notice; or (iii) the date on which the Payment Blockage Period shall have been terminated by written notice to the Company, any Subsidiary Guarantor or the Trustee from the agent for the Designated Senior Debt initiating the Payment Blockage Period; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section 1602 Securities which have been acquired (upon redemption or otherwise) prior to the date of such receipt of such written notice. No more than one Payment Blockage Period may be commenced with respect to the Securities of a particular series during any 360-day period and there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period, whether or not within a period of 360 consecutive days, unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days.

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Bond Event of Default means the occurrence of any of the following (or such event or condition which with notice or lapse of time or both would constitute any of the following):

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Existing Defaults means, collectively, the Events of Default identified on Exhibit A hereto.

  • Payment Default has the meaning set forth in Section 5.4(a) of the Indenture.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Financing Default means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (i) any financing arrangement of the Company or any of its Subsidiaries in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (ii) any provision of the Company's or any of its Subsidiary's constitutional documents.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Funding Default as defined in Section 2.22.

  • MI Default has the meaning given to it in paragraph 6.1 of Framework Schedule 9 (Management Information);

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Non-Payment Default means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

  • Senior Event of Default means an Event of Default under the Senior Loan Documents.

  • Declaration Event of Default means an “Event of Default” as defined in the Declaration.

  • Loan Event of Default means any of the events specified in Section 5.1 of the Loan Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

  • Potential Event of Default means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  • Collateral Event of Default has the meaning set forth in Section 13.01(b).