Events of Default.
Any of the following shall constitute an Event
of Default:
(A)
NON-PAYMENT.
THE US BORROWER OR ANY OTHER LOAN PARTY FAILS TO
PAY (I) WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY
LOAN OR ANY L/C OBLIGATION, OR (II) WITHIN THREE DAYS AFTER THE SAME BECOMES
DUE, ANY INTEREST ON ANY LOAN OR ON ANY L/C OBLIGATION, OR ANY FEE DUE
HEREUNDER, OR (III) WITHIN FIVE DAYS AFTER THE SAME BECOMES DUE, ANY OTHER
AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
THE US BORROWER FAILS TO PERFORM OR OBSERVE
ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTIONS 6.03, 6.05, 6.10,
6.11 OR 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 SUBSECTION (A) OR (B) ABOVE)
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH
FAILURE CONTINUES FOR 30 DAYS AFTER THE DATE ON WHICH THE ADMINISTRATIVE AGENT
NOTIFIES BORROWER OF SUCH FAILURE; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE US
BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR
MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) THE US BORROWER OR ANY SUBSIDIARY (A) FAILS
TO MAKE ANY PAYMENT WHEN DUE AFTER THE EXPIRATION OF ALL APPLICABLE CONTRACTUAL
GRACE PERIODS (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION,
DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS OR GUARANTEE (OTHER THAN
INDEBTEDNESS HEREUNDER AND INDEBTEDNESS UNDER SWAP CONTRACTS) HAVING AN
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF MORE THAN THE THRESHOLD AMOUNT, OR
(B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY
SUCH INDEBTEDNESS OR GUARANTEE OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT
EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS, THE EFFECT
OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, AFTER THE EXPIRATION OF ALL
APPLICABLE CONTRACTUAL GRACE PERIODS, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH
INDEBTEDNESS OR THE BENEFICIARY OR BENEFICIARIES OF SUCH GUARANTEE (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, SUCH INDEBTEDNESS TO BE DEMANDED
OR TO BECOME DUE OR TO
101
BE REPURCHASED, PREPAID, DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR
AN OFFER TO REPURCHASE, PREPAY, DEFEASE OR REDEEM SUCH INDEBTEDNESS TO BE MADE,
PRIOR TO ITS STATED MATURITY, OR SUCH GUARANTEE TO BECOME PAYABLE OR CASH
COLLATERAL IN RESPECT THEREOF TO BE DEMANDED; OR (II) THERE OCCURS UNDER ANY
SWAP CONTRACT AN EARLY TERMINATION DATE (AS DEFINED IN SUCH SWAP CONTRACT)
RESULTING FROM (A) ANY EVENT OF DEFAULT UNDER SUCH SWAP CONTRACT AS TO WHICH THE
US BORROWER OR ANY RESTRICTED SUBSIDIARY