THE FUTURE.
THE BORROWER HEREBY AGREES TO
PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH
ANY SUCH FILING OR ASSIGNMENT, DELEGATION AND TRANSFER.
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.1.
EVENTS OF DEFAULT.
ANY ONE OR MORE
OF THE FOLLOWING EVENTS WHICH SHALL OCCUR AND BE CONTINUING SHALL CONSTITUTE AN
"EVENT OF DEFAULT":
(A)
FAILURE TO MAKE PAYMENTS WHEN DUE.
THE
BORROWER FAILS TO PAY ANY OF THE OBLIGATIONS, INCLUDING FAILURE BY THE BORROWER
TO PAY WHEN DUE ANY PAYMENT OF PRINCIPAL OF, OR
73
INTEREST ON, THE TERM LOANS, WHETHER AT STATED MATURITY, BY ACCELERATION, BY
NOTICE OF VOLUNTARY PREPAYMENT, BY MANDATORY PREPAYMENT OR OTHERWISE, OR ANY FEE
OR ANY OTHER AMOUNT DUE HEREUNDER, AND SOLELY WITH RESPECT TO INTEREST, SUCH
FAILURE TO PAY IS CONTINUING FOR THREE (3) DAYS AFTER THE DUE DATE THEREFOR.
(B)
BREACH OF CERTAIN COVENANTS.
FAILURE OF ANY
CREDIT PARTY TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN
SECTION 2.5, SECTIONS 5.1, 5.4, 5.5, 5.10, 5.12 OR SECTIONS 6.1, 6.2, 6.3, 6.4,
6.5, 6.7, 6.9, 6.11 AND 6.14.
(C)
BREACH OF REPRESENTATIONS, ETC.
ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR OTHER STATEMENT MADE OR DEEMED MADE
BY ANY CREDIT PARTY IN ANY LOAN DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT
ANY TIME GIVEN BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES IN WRITING,
PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL BE FALSE
IN ANY MATERIAL RESPECT AS OF THE DATE MADE OR DEEMED MADE.
(D)
OTHER DEFAULTS UNDER LOAN DOCUMENTS.
ANY
CREDIT PARTY SHALL DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM
CONTAINED IN ANY OF THE OTHER LOAN DOCUMENTS, OTHER THAN ANY SUCH TERM REFERRED
TO IN ANY OTHER SUBSECTION OF THIS SECTION 8.1, AND SUCH DEFAULT SHALL NOT HAVE
BEEN REMEDIED OR WAIVED WITHIN THIRTY (30) DAYS AFTER THE EARLIER OF (I) AN
OFFICER OF SUCH CREDIT PARTY BECOMING AWARE OF SUCH DEFAULT, OR (II) RECEIPT BY
THE BORROWER OF WRITTEN NOTICE FROM ADMINISTRATIVE AGENT OR ANY LENDER OF SUCH
DEFAULT.
(E)
DEFAULT IN OTHER AGREEMENTS.
(I)
FAILURE
OF ANY CREDIT PARTY TO PAY WHEN DUE ANY PRINCIPAL OF OR INTEREST ON OR ANY OTHER
AMOUNT PAYABLE IN RESPECT OF ONE OR MORE ITEMS OF INDEBTEDNESS IN AN AGGREGATE
PRINCIPAL AMOUNT OF $2,500,000 OR MORE, IN EACH CASE BEYOND THE GRACE PERIOD, IF
ANY, PROVIDED THEREFOR, OR (II) BREACH OR DEFAULT BY ANY CREDIT PARTY WITH
RESPECT TO ANY OTHER MATERIAL TERM OF (A) ONE OR MORE ITEMS OF INDEBTEDNESS IN
THE INDIVIDUAL OR AGGREGATE PRINCIPAL AMOUNTS REFERRED TO IN CLAUSE (I) ABOVE OR
(B) ANY LOAN AGREEMENT, MORTGAGE, INDENTURE OR OTHER AGREEMENT RELATING TO SUCH
ITEM OF INDEBTEDNESS, IN EACH CASE BEYOND THE GRACE PERIOD, IF ANY, PROVIDED
THEREFOR, IF THE EFFECT OF SUCH BREACH OR DEFAULT IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS (OR A TRUSTEE ON BEHALF OF SUCH HOLDER OR
HOLDERS) TO CAUSE, SUCH INDEBTEDNESS TO BECOME