SHALL BE PROTECTED
IN ACTING UPON ANY NOTICE, RESOLUTION, REQUEST, CONSENT, ORDER, CERTIFICATE,
REPORT, OPINION, BOND OR OTHER PAPER, DOCUMENT OR SIGNATURE BELIEVED BY IT IN
GOOD FAITH TO BE GENUINE, AND, IN SO ACTING, IT MAY BE ASSUMED THAT ANY PERSON
PURPORTING TO GIVE ANY OF THE FOREGOING IN CONNECTION WITH THE PROVISIONS HEREOF
HAS BEEN DULY AUTHORIZED TO DO SO.
THE ADMINISTRATIVE AGENT MAY CONSULT WITH
COUNSEL, AND THE OPINION OF SUCH COUNSEL SHALL BE FULL AND COMPLETE
AUTHORIZATION AND PROTECTION IN RESPECT OF ANY ACTION TAKEN OR SUFFERED BY IT
HEREUNDER AND IN GOOD FAITH IN ACCORDANCE THEREWITH.
(10)
CONTINUING SECURITY INTEREST.
THIS AGREEMENT
SHALL CREATE A CONTINUING SECURITY INTEREST IN THE ACCOUNT COLLATERAL AND SHALL
REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT IN FULL OF THE OBLIGATIONS.
SUBJECT TO SECTION 11.21, UPON PAYMENT IN FULL OF THE OBLIGATIONS, THIS SECURITY
INTEREST SHALL AUTOMATICALLY TERMINATE WITHOUT FURTHER NOTICE FROM ANY PARTY AND
THE BORROWER SHALL BE ENTITLED TO THE RETURN, UPON THEIR REQUEST, OF SUCH OF THE
ACCOUNT COLLATERAL AS SHALL NOT HAVE BEEN SOLD OR OTHERWISE APPLIED PURSUANT TO
THE TERMS HEREOF AND THE ADMINISTRATIVE AGENT SHALL EXECUTE SUCH INSTRUMENTS AND
DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE BORROWER TO EVIDENCE SUCH
TERMINATION AND THE RELEASE OF THE ACCOUNT COLLATERAL.
ARTICLE IX.
EVENTS OF DEFAULT
9.1
Event of Default.
Each of the following
shall constitute an event of default under this Agreement (an "Event of
Default"):
(1)
(I) SUBJECT TO SECTION 8.1.4(II), THE
BORROWER SHALL FAIL TO MAKE ANY PAYMENT OF PRINCIPAL OR INTEREST ON THE LOAN
(INCLUDING ANY MANDATORY PREPAYMENTS UNDER SECTION 3.3) ON THE DATE WHEN DUE, OR
(II) SHALL FAIL TO PAY ANY OTHER OBLIGATION WITHIN FIVE DAYS OF THE DATE WHEN
DUE; OR
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(2)
ANY REPRESENTATION OR WARRANTY MADE BY THE
TRANSACTION PARTIES IN ANY LOAN DOCUMENT OR IN CONNECTION WITH ANY LOAN DOCUMENT
SHALL BE INACCURATE OR INCOMPLETE IN ANY MATERIAL RESPECT ON OR AS OF THE DATE
MADE OR DEEMED MADE, REMAINS INACCURATE, AND WAS KNOWN TO BE INACCURATE BY THE
TRANSACTION PARTIES WHEN MADE OR CONSTITUTES A CORE MATERIAL INACCURACY; OR
(3)
ANY OF THE TRANSACTION PARTIES SHALL
DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY COVENANT OR AGREEMENT CONTAINED
IN SECTIONS 7.1(18), 7.1(22)(A), 7.1(24), 7.1(25), 7.2 OR 7.5.
(4)
ANY OF THE TRANSACTION PARTIES SHALL FAIL
TO OBSERVE OR PERFORM ANY TERM OR PROVISION CONTAINED IN THE LOAN DOCUMENTS
(OTHER THAN THOSE ADDRESSED IN OTHER SUBSECTIONS OF THIS SECTION 9.1) AND SUCH
FAILURE SHALL CONTINUE FOR THIRTY (30) DAYS FOLLOWING THE DATE A RESPONSIBLE
OFFICER OF SUCH TRANSACTION PARTY KNEW OF SUCH FAILURE OR TRANSACTION PARTY
RECEIVED NOTICE THEREOF FROM ADMINISTRATIVE AGENT, OR IF SUCH FAILURE IS
SUSCEPTIBLE TO CURE AND A TRANSACTION PARTY IS DILIGENTLY AND CONTINUOUSLY
PROSECUTING SUCH CURE, FOR AN ADDITIONAL THIRTY (30) DAYS; PROVIDED, HOWEVER,
THAT UPON THE OCCURRENCE OF A PORTFOLIO MATERIAL ADVERSE EFFECT DEFAULT, IF THE
SUBJECT DEFAULT IS NOT CURED WITHIN THE PERIOD SET FORTH ABOVE, AN