any Subsidiary (other than to the Borrower or
another Subsidiary).
(c)
Consolidated Total Indebtedness Ratio.
The
Borrower will not permit the ratio, determined as of the end of each of its
Fiscal Quarters for the then most-recently ended four Fiscal Quarters, of its
Consolidated Total Indebtedness on such day to its Consolidated EBITDA for such
period, to be greater than 2.5 to 1.0.
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54
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.1.
EVENTS OF DEFAULT.
EACH OF THE
FOLLOWING EVENTS CONSTITUTES AN EVENT OF DEFAULT UNDER THIS AGREEMENT:
(A)
ANY RESTRICTED PERSON FAILS TO PAY ANY
PRINCIPAL COMPONENT OF ANY OBLIGATION WHEN DUE AND PAYABLE
(B)
ANY RESTRICTED PERSON FAILS TO PAY ANY
PAYMENT OF INTEREST OR FEES ON THE DATE WHICH SUCH PAYMENT IS DUE AND SUCH
FAILURE CONTINUES FOR A PERIOD OF THREE (3) DAYS;
(C)
ANY RESTRICTED PERSON FAILS TO PAY ANY
OBLIGATION (OTHER THAN THE OBLIGATIONS IN SUBSECTION (A) ABOVE) WITHIN THREE
BUSINESS DAYS AFTER THE SAME BECOMES DUE AND PAYABLE, WHETHER AT A DATE FOR THE
PAYMENT OF A FIXED INSTALLMENT OR AS A CONTINGENT OR OTHER PAYMENT BECOMES DUE
AND PAYABLE OR AS A RESULT OF ACCELERATION OR OTHERWISE;
(D)
ANY "DEFAULT" OR "EVENT OF DEFAULT" OCCURS
UNDER ANY LOAN DOCUMENT WHICH DEFINES EITHER SUCH TERM, AND THE SAME IS NOT
REMEDIED WITHIN THE APPLICABLE PERIOD OF GRACE (IF ANY) PROVIDED IN SUCH LOAN
DOCUMENT;
(E)
ANY RESTRICTED PERSON FAILS TO DULY
OBSERVE, PERFORM OR COMPLY WITH ANY COVENANT, AGREEMENT OR PROVISION OF
ARTICLE VI AND SUCH FAILURE CONTINUES FOR A PERIOD FOR A PERIOD OF THIRTY (30)
DAYS;
(F)
ANY RESTRICTED PERSON FAILS TO DULY
OBSERVE, PERFORM OR COMPLY WITH ANY COVENANT, AGREEMENT OR PROVISION OF
ARTICLE VII;
(G)
ANY RESTRICTED PERSON FAILS (OTHER THAN AS
REFERRED TO IN SUBSECTIONS (A), (B), (C) OR (D) ABOVE) TO DULY OBSERVE, PERFORM
OR COMPLY WITH ANY COVENANT, AGREEMENT, CONDITION OR PROVISION OF ANY LOAN
DOCUMENT, AND SUCH FAILURE REMAINS UNREMEDIED FOR A PERIOD OF THIRTY (30) DAYS
AFTER NOTICE OF SUCH FAILURE IS GIVEN BY AGENT TO BORROWER;
(H)
ANY REPRESENTATION OR WARRANTY PREVIOUSLY,
PRESENTLY OR HEREAFTER MADE IN WRITING BY OR ON BEHALF OF ANY RESTRICTED PERSON
IN CONNECTION WITH ANY LOAN DOCUMENT SHALL PROVE TO HAVE BEEN FALSE OR INCORRECT
IN ANY MATERIAL RESPECT ON ANY DATE ON OR AS OF WHICH MADE, OR ANY LOAN DOCUMENT
AT ANY TIME CEASES TO BE VALID, BINDING AND ENFORCEABLE AS WARRANTED IN
SECTION 5.5 FOR ANY REASON OTHER THAN ITS RELEASE OR SUBORDINATION BY AGENT;
(I)
ANY RESTRICTED PERSON (I) FAILS TO PAY
ANY PORTION, WHEN SUCH PORTION IS DUE, OF ANY OF ITS INDEBTEDNESS IN EXCESS OF
$5,000,000, OR (II) BREACHES OR DEFAULTS IN THE PERFORMANCE OF ANY AGREEMENT OR
INSTRUMENT BY WHICH ANY SUCH INDEBTEDNESS IS ISSUED, EVIDENCED, GOVERNED, OR
SECURED, AND ANY SUCH FAILURE, BREACH OR DEFAULT CONTINUES BEYOND ANY APPLICABLE
PERIOD OF GRACE PROVIDED THEREFOR;
55
(J)
EITHER (I)