limitation, all or any portion of the
Advances owing to it and the Lender Note or Lender Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender Party under this Article VI
or otherwise, in each case as provided in Section 9.07.
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01
Events of Default.
If any of the following events ("Events of
Default") shall occur and be continuing:
(A)
NON-PAYMENT.
EITHER BORROWER SHALL (I) FAIL TO PAY ANY PRINCIPAL
OF ANY ADVANCE OWING BY IT WHEN THE SAME SHALL BECOME DUE AND PAYABLE OR
(II) FAIL TO PAY ANY INTEREST ON ANY ADVANCE OWING BY IT, OR ANY FEES PAYABLE
PURSUANT TO SECTION 2.05, OR ANY OTHER AMOUNTS OWING BY IT UNDER ANY LOAN
DOCUMENT, IN EACH CASE WITHIN FIVE DAYS AFTER THE DUE DATE THEREOF; OR
(B)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION OR WARRANTY
MADE BY ANY LOAN PARTY IN ANY LOAN DOCUMENT OR ANY CERTIFICATE DELIVERED OR
REQUIRED TO BE DELIVERED PURSUANT THERETO SHALL PROVE TO HAVE BEEN UNTRUE IN ANY
MATERIAL RESPECT ON THE DATE AS OF WHICH MADE OR DEEMED MADE; OR
(C)
SPECIFIC COVENANTS.
EITHER BORROWER SHALL DEFAULT IN THE DUE
PERFORMANCE OR OBSERVANCE BY IT OF ANY TERM, COVENANT OR AGREEMENT REQUIRED TO
BE PERFORMED OR OBSERVED BY IT CONTAINED IN SECTION 5.01(J), 5.01(O), 5.02,
5.03(A) OR 5.04 OR IN THE DESIGNATED SUBSIDIARY SIDE LETTER; OR
(D)
OTHER DEFAULTS.
ANY LOAN PARTY SHALL DEFAULT IN THE DUE
PERFORMANCE OR OBSERVANCE BY IT OF ANY OTHER TERM, COVENANT OR AGREEMENT
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED IF SUCH
FAILURE SHALL REMAIN UNREMEDIED FOR 30 DAYS AFTER WRITTEN NOTICE THEREOF SHALL
HAVE BEEN GIVEN TO THE U.S. BORROWER BY THE ADMINISTRATIVE AGENT OR ANY LENDER
PARTY; OR
(E)
CROSS DEFAULT.
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES SHALL
FAIL TO PAY ANY PRINCIPAL OF, PREMIUM OR INTEREST ON OR ANY OTHER AMOUNT PAYABLE
IN RESPECT OF ANY DEBT THAT IS OUTSTANDING IN A PRINCIPAL AMOUNT OF AT LEAST
$2,500,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) EITHER INDIVIDUALLY OR IN THE
AGGREGATE (BUT EXCLUDING DEBT OUTSTANDING HEREUNDER) OF SUCH LOAN PARTY OR SUCH
SUBSIDIARY (AS THE CASE MAY BE), WHEN THE SAME
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BECOMES DUE AND PAYABLE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND OR OTHERWISE), AND SUCH FAILURE SHALL CONTINUE AFTER THE
APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN THE AGREEMENT OR INSTRUMENT
RELATING TO SUCH DEBT; OR ANY OTHER EVENT SHALL OCCUR OR CONDITION SHALL EXIST
UNDER ANY AGREEMENT OR INSTRUMENT RELATING TO ANY SUCH DEBT AND SHALL CONTINUE
AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN SUCH AGREEMENT OR
INSTRUMENT, IF THE EFFECT OF SUCH EVENT OR CONDITION IS TO ACCELERATE, OR TO
PERMIT THE ACCELERATION OF, THE MATURITY OF SUCH DEBT OR OTHERWISE TO CAUSE, OR
TO PERMIT THE HOLDER THEREOF TO CAUSE, SUCH DEBT TO MATURE;