COUNTRY IN VIOLATION OF A SANCTIONS PROGRAM.
(B)
BANK SECRECY ACT.
EACH OF THE CREDIT PARTIES AND EACH
OF THEIR RESPECTIVE SUBSIDIARIES ARE IN COMPLIANCE, IN ALL MATERIAL RESPECTS,
WITH THE BANK SECRECY ACT (31 U.S.C. §§ 5311 ET SEQ.), AS AMENDED BY TITLE III
OF THE PATRIOT ACT, INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORISM
FINANCING ACT OF 2001.
(C)
FOREIGN CORRUPT PRACTICES ACT.
NO PART OF THE PROCEEDS
OF THE LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR ANY PAYMENTS TO ANY
GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF A POLITICAL
PARTY, CANDIDATE FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN OFFICIAL
CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY IMPROPER
ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF
1977, AS AMENDED.
55
SECTION 6.
DEFAULT, RIGHTS AND REMEDIES
6.1.
EVENTS OF DEFAULT.
"Event of Default" shall mean the occurrence or existence of any one or more of
the following:
(A)
PAYMENT.
(1) FAILURE TO PAY ANY INSTALLMENT OR OTHER
PAYMENT OF PRINCIPAL OF ANY LOAN WHEN DUE, OR TO REPAY REVOLVING LOANS TO REDUCE
THEIR BALANCE TO THE MAXIMUM AMOUNT OF REVOLVING LOANS THEN PERMITTED TO BE
OUTSTANDING OR TO REIMBURSE ANY L/C ISSUER FOR ANY PAYMENT MADE BY SUCH L/C
ISSUER UNDER OR IN RESPECT OF ANY LETTER OF CREDIT WHEN DUE OR (2) FAILURE TO
PAY, WITHIN THREE (3) BUSINESS DAYS AFTER THE DUE DATE, ANY INTEREST ON ANY LOAN
OR ANY OTHER AMOUNT DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(1) ANY CREDIT PARTY OR
ANY OF ITS SUBSIDIARIES FAILS TO PAY WHEN DUE OR WITHIN ANY APPLICABLE GRACE
PERIOD ANY PRINCIPAL OR INTEREST ON INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY
CONTINGENT OBLIGATIONS OR (2) BREACH OR DEFAULT OF ANY CREDIT PARTY OR ANY OF
ITS SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION OR EVENT, WITH RESPECT TO
ANY INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT OBLIGATIONS, IN EACH
CASE, IF THE EFFECT OF SUCH FAILURE TO PAY, BREACH, DEFAULT OR OCCURRENCE IS TO
CAUSE OR TO PERMIT THE HOLDER OR HOLDERS THEN TO CAUSE, INDEBTEDNESS AND/OR
CONTINGENT OBLIGATIONS HAVING A PRINCIPAL AMOUNT IN EXCESS OF $7,500,000
INDIVIDUALLY OR IN EXCESS OF $15,000,000 IN THE AGGREGATE TO BECOME OR BE
DECLARED DUE PRIOR TO THEIR STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF ANY CREDIT
PARTY TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN (1) THE
SUNTRUST FEE LETTER OR (2) THAT PORTION OF SECTION 2.2 RELATING TO THE CREDIT
PARTIES' OBLIGATION TO MAINTAIN INSURANCE, SECTION 2.3, SECTION 2.4, SECTION 3
OR SECTION 4; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR OTHER STATEMENT MADE BY ANY CREDIT PARTY IN ANY LOAN DOCUMENT
OR IN ANY STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN WRITING
PURSUANT OR IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY MATERIAL
RESPECT (WITHOUT DUPLICATION OF