sum of the Base Amount for such year
plus such Excess Amount; provided further, that solely for purposes of
determining compliance with the Financial Covenant set forth in this
Section 7.16, any Capital Expenditures related to
the prefunded amount of any
investment in a multi-client data acquisition
program shall be excluded from
the calculation of Capital Expenditures if such multi-client program is at least
75% prefunded at the time that surveying commences for such program, provided
that the non-prefunded amount of any such multi-client program shall not exceed
$5,000,000 in the aggregate for any such program.
ARTICLE VIII
[RESERVED]
89
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.01
Events of Default.
Any of the
following events referred to in any of clauses (a) through (l) inclusive of this
Section 9.01 shall constitute an "Event of Default":
(A)
NON-PAYMENT.
ANY LOAN PARTY FAILS TO PAY
(I) WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN
OR (II) WITHIN FIVE (5) BUSINESS DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST
ON ANY LOAN OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR WITH RESPECT TO ANY OTHER
LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
THE BORROWER FAILS TO
PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF
SECTION 6.03(A) OR SECTION 6.05 (SOLELY WITH RESPECT TO THE BORROWER),
SECTION 6.12 OR ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO
PERFORM OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN
SECTION 9.01(A) OR (B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE
PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR THIRTY (30) DAYS AFTER
RECEIPT BY THE BORROWER OF WRITTEN NOTICE THEREOF BY THE ADMINISTRATIVE AGENT OR
THE REQUIRED LENDERS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE
BY OR ON BEHALF OF ANY LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT REQUIRED TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE
INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
ANY LOAN PARTY OR ANY
SUBSIDIARY (A) FAILS TO MAKE ANY PAYMENT BEYOND THE APPLICABLE GRACE PERIOD WITH
RESPECT THERETO, IF ANY (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS (OTHER THAN
INDEBTEDNESS HEREUNDER) HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN
THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR
CONDITION RELATING TO ANY SUCH INDEBTEDNESS, OR ANY OTHER EVENT OCCURS, THE
EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR
HOLDERS OF SUCH INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR
HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF
REQUIRED, ALL SUCH INDEBTEDNESS TO BECOME DUE OR TO BE REPURCHASED, PREPAID,
DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO REPURCHASE,
PREPAY, DEFEASE OR REDEEM