OR INTENDS TO RAISE, ANY
ADJUSTMENTS WITH RESPECT TO TAXES OF THE CREDIT PARTIES, WHICH ADJUSTMENTS WOULD
BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
5.17
MAINTENANCE OF PROPERTIES; INSURANCE.
ALL MATERIAL PROPERTIES USED
IN THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES ARE MAINTAINED IN GOOD REPAIR,
WORKING ORDER AND CONDITION (ORDINARY WEAR AND TEAR AND CASUALTY EXCEPTED) AND
ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF HAVE BEEN MADE OR
WILL BE MADE IN A TIMELY MANNER.
ALL INSURANCE DESCRIBED IN SECTION 2.2 IS
MAINTAINED BY HOLDINGS AND ITS SUBSIDIARIES.
SCHEDULE 5.17 LISTS ALL INSURANCE
POLICIES OF ANY NATURE MAINTAINED, AS OF THE CLOSING DATE, FOR CURRENT
OCCURRENCES BY EACH CREDIT PARTY, AS WELL AS A SUMMARY OF THE KEY BUSINESS TERMS
OF EACH SUCH POLICY SUCH AS DEDUCTIBLES, COVERAGE LIMITS AND TERM OF POLICY.
SECTION 6.
DEFAULT, RIGHTS AND REMEDIES
6.1
EVENT OF DEFAULT.
"Event of Default" shall mean the occurrence or existence of any one or more of
the following:
(A)
PAYMENT.
(1) FAILURE TO PAY ANY INSTALLMENT OR OTHER PAYMENT OF
PRINCIPAL OF ANY LOAN WHEN DUE, OR TO REPAY REVOLVING LOANS TO REDUCE THEIR
BALANCE TO THE MAXIMUM AMOUNT OF REVOLVING LOANS THEN PERMITTED TO BE
OUTSTANDING OR TO REIMBURSE ANY L/C ISSUER FOR ANY PAYMENT MADE BY SUCH L/C
ISSUER UNDER OR IN RESPECT OF ANY LETTER OF CREDIT WHEN DUE OR (2) FAILURE TO
PAY, WITHIN THREE (3) BUSINESS DAYS AFTER THE DUE DATE, ANY INTEREST ON ANY LOAN
OR ANY OTHER AMOUNT DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(1) ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES FAILS TO PAY WHEN DUE OR WITHIN ANY APPLICABLE GRACE PERIOD ANY
PRINCIPAL OR INTEREST ON INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT
OBLIGATIONS OR (2) BREACH OR DEFAULT OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION OR EVENT, WITH
50
RESPECT TO ANY INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT
OBLIGATIONS, IN EACH CASE, IF THE EFFECT OF SUCH FAILURE TO PAY, BREACH, DEFAULT
OR OCCURRENCE IS TO CAUSE OR TO PERMIT THE HOLDER OR HOLDERS THEN TO CAUSE,
INDEBTEDNESS AND/OR CONTINGENT OBLIGATIONS HAVING A PRINCIPAL AMOUNT IN EXCESS
OF $2,500,000 INDIVIDUALLY OR IN EXCESS OF $5,000,000 IN THE AGGREGATE TO BECOME
OR BE DECLARED DUE PRIOR TO THEIR STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF ANY CREDIT PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN (1) THE GE CAPITAL FEE
LETTER OR (2) THAT PORTION OF SECTION 2.2 RELATING TO THE CREDIT PARTIES'
OBLIGATION TO MAINTAIN INSURANCE, SECTION 2.3, SECTION 2.4, SECTION 3 OR SECTION
4; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION, WARRANTY, CERTIFICATION
OR OTHER STATEMENT MADE BY ANY CREDIT PARTY IN ANY LOAN DOCUMENT OR IN ANY
STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN WRITING PURSUANT OR
IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY MATERIAL