FAIL TO PAY WITHIN FIVE (5) BUSINESS DAYS OF THE DATE WHEN DUE ANY OF THE OTHER
OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
(B)
BREACH OF CERTAIN COVENANTS.
THE BORROWER
SHALL FAIL DULY AND PUNCTUALLY TO PERFORM OR OBSERVE ANY AGREEMENT, COVENANT OR
OBLIGATION BINDING ON THE BORROWER UNDER:
(I)
SECTIONS 7.1 OR 7.2 AND SUCH FAILURE
SHALL CONTINUE UNREMEDIED FOR FIFTEEN (15) DAYS, OR
(II)
SECTIONS 7.3 OR 7.4.
67
(C)
BREACH OF REPRESENTATION OR WARRANTY.
ANY
REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY THE BORROWER TO THE LENDER OR
BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN ANY OF THE OTHER LOAN DOCUMENTS OR
IN ANY STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY ANY SUCH PERSON PURSUANT TO
ANY OF THE LOAN DOCUMENTS SHALL BE FALSE OR MISLEADING IN ANY MATERIAL RESPECT
ON THE DATE AS OF WHICH MADE (OR DEEMED MADE).
(D)
OTHER DEFAULTS.
THE BORROWER SHALL DEFAULT IN
THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED IN THIS AGREEMENT
(OTHER THAN AS COVERED BY PARAGRAPHS (A) OR (B) OF THIS SECTION 8.1), OR THE
BORROWER OR ANY OF ITS SUBSIDIARIES SHALL DEFAULT IN THE PERFORMANCE OF OR
COMPLIANCE WITH ANY TERM CONTAINED IN ANY OF THE OTHER LOAN DOCUMENTS, AND SUCH
DEFAULT SHALL CONTINUE FOR THIRTY (30) DAYS AFTER THE OCCURRENCE THEREOF.
(E)
DEFAULT AS TO OTHER INDEBTEDNESS.
THE
BORROWER OR ANY OF ITS SUBSIDIARIES SHALL FAIL TO MAKE ANY PAYMENT WHEN DUE
(WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR
OTHERWISE) WITH RESPECT TO ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS HEREUNDER,
BUT INCLUDING, WITHOUT LIMITATION, DISQUALIFIED STOCK), BEYOND ANY PERIOD OF
GRACE PROVIDED WITH RESPECT THERETO, WHICH INDIVIDUALLY OR TOGETHER WITH OTHER
SUCH INDEBTEDNESS AS TO WHICH ANY SUCH FAILURE EXISTS HAS AN AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT IN EXCESS OF [$2,000,000]; OR ANY BREACH, DEFAULT
OR EVENT OF DEFAULT SHALL OCCUR, OR ANY OTHER CONDITION SHALL EXIST UNDER ANY
INSTRUMENT, AGREEMENT OR INDENTURE PERTAINING TO ANY SUCH INDEBTEDNESS HAVING
SUCH AGGREGATE OUTSTANDING PRINCIPAL AMOUNT, BEYOND ANY PERIOD OF GRACE, IF ANY,
PROVIDED WITH RESPECT THERETO, IF THE EFFECT THEREOF IS TO CAUSE AN
ACCELERATION, MANDATORY REDEMPTION, A REQUIREMENT THAT THE BORROWER OFFER TO
PURCHASE SUCH INDEBTEDNESS OR OTHER REQUIRED REPURCHASE OF SUCH INDEBTEDNESS, OR
PERMIT THE HOLDER(S) OF SUCH INDEBTEDNESS TO ACCELERATE THE MATURITY OF ANY SUCH
INDEBTEDNESS; OR REQUIRE A REDEMPTION OR OTHER REPURCHASE OF SUCH INDEBTEDNESS
OR ANY SUCH INDEBTEDNESS SHALL BE OTHERWISE DECLARED TO BE DUE AND PAYABLE (BY,
ACCELERATION OR OTHERWISE) OR REQUIRED TO BE PREPAID, REDEEMED OR OTHERWISE
REPURCHASED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES (OTHER THAN BY A
REGULARLY SCHEDULED REQUIRED PREPAYMENT) PRIOR TO THE STATED MATURITY THEREOF;
PROVIDED HOWEVER THAT IT SHALL NOT BE A DEFAULT UNDER THIS SECTION 8.1(E) WITH
RESPECT TO ANY INDEBTEDNESS THE PRINCIPAL AMOUNT OF WHICH IS $5,000,000 OR LESS,
IF AND SO LONG AS THE BORROWER OR ITS SUBSIDIARY, AS APPLICABLE, IS IN GOOD
FAITH CONTESTING (I) THE OCCURRENCE OF ANY ASSERTED FAILURE,