an "Event of Default" hereunder, if the same
shall occur for any reason whatsoever, whether voluntary or involuntary, by
operation of law or otherwise:
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(A)
ANY BORROWER FAILS TO PAY (I) ANY PAYMENT OF PRINCIPAL WHEN DUE;
(II) ANY INTEREST OR FEES WITHIN THREE (3) BUSINESS DAYS WHEN DUE; OR (III) ANY
OTHER OBLIGATIONS WITHIN TEN (10) BUSINESS DAYS WHEN DUE (IN EACH CASE, WHETHER
AT STATED MATURITY, ON DEMAND, UPON ACCELERATION OR OTHERWISE);
(B)
ANY REPRESENTATION, WARRANTY OR OTHER WRITTEN STATEMENT OF ANY
OBLIGOR MADE IN CONNECTION WITH ANY LOAN DOCUMENTS OR TRANSACTIONS CONTEMPLATED
THEREBY IS INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN GIVEN;
(C)
ANY BORROWER SHALL BREACH OR FAIL TO PERFORM ANY COVENANT
CONTAINED IN SECTION 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.1.6, 10.1.7,
10.2 OR 10.3;
(D)
ANY OBLIGOR BREACHES OR FAILS TO PERFORM ANY OTHER COVENANT
CONTAINED IN ANY LOAN DOCUMENTS, AND SUCH BREACH OR FAILURE IS NOT CURED WITHIN
FORTY-FIVE (45) DAYS AFTER A SENIOR OFFICER OF SUCH OBLIGOR HAS KNOWLEDGE
THEREOF OR RECEIVES NOTICE THEREOF FROM AGENT, WHICHEVER IS SOONER; PROVIDED,
HOWEVER, THAT SUCH NOTICE AND OPPORTUNITY TO CURE SHALL NOT APPLY IF THE BREACH
OR FAILURE TO PERFORM IS NOT CAPABLE OF BEING CURED WITHIN SUCH PERIOD.
(E)
ANY GUARANTOR REPUDIATES, REVOKES OR ATTEMPTS TO REVOKE ITS
GUARANTY; ANY OBLIGOR DENIES OR CONTESTS THE VALIDITY OR ENFORCEABILITY OF ANY
LOAN DOCUMENTS OR OBLIGATIONS, OR THE PERFECTION OR PRIORITY OF ANY LIEN GRANTED
TO AGENT; OR ANY LOAN DOCUMENT CEASES TO BE IN FULL FORCE OR EFFECT FOR ANY
REASON (OTHER THAN A WAIVER OR RELEASE BY AGENT AND LENDERS);
(F)
ANY BREACH OR DEFAULT OF AN OBLIGOR OCCURS UNDER ANY DOCUMENT,
INSTRUMENT OR AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTIES IS BOUND, RELATING TO ANY DEBT (OTHER THAN THE OBLIGATIONS) IN EXCESS
OF $10,000,000, IF THE MATURITY OF OR ANY PAYMENT WITH RESPECT TO SUCH DEBT MAY
BE ACCELERATED OR DEMANDED DUE TO SUCH BREACH;
(G)
ANY JUDGMENT OR ORDER FOR THE PAYMENT OF MONEY IS ENTERED AGAINST
AN OBLIGOR IN AN AMOUNT THAT EXCEEDS, INDIVIDUALLY OR CUMULATIVELY WITH ALL
UNSATISFIED JUDGMENTS OR ORDERS AGAINST ALL OBLIGORS, $10,000,000 (NET OF ANY
INSURANCE COVERAGE THEREFOR ACKNOWLEDGED IN WRITING BY THE INSURER), UNLESS A
STAY OF ENFORCEMENT OF SUCH JUDGMENT OR ORDER IS IN EFFECT, BY REASON OF A
PENDING APPEAL OR OTHERWISE;
(H)
ANY LOSS, THEFT, DAMAGE OR DESTRUCTION OCCURS WITH RESPECT TO ANY
COLLATERAL IF THE AMOUNT NOT COVERED BY INSURANCE EXCEEDS $10,000,000;
(I)
ANY OBLIGOR IS ENJOINED, RESTRAINED OR IN ANY WAY PREVENTED BY
ANY GOVERNMENTAL AUTHORITY FROM CONDUCTING ANY MATERIAL PART OF ITS BUSINESS;
ANY OBLIGOR SUFFERS THE LOSS, REVOCATION OR TERMINATION OF ANY MATERIAL LICENSE,
PERMIT, LEASE OR AGREEMENT NECESSARY TO ITS BUSINESS; THERE IS A CESSATION OF
ANY MATERIAL PART OF AN OBLIGOR'S BUSINESS FOR A MATERIAL PERIOD OF TIME; ANY
MATERIAL COLLATERAL OR PROPERTY OF AN OBLIGOR IS TAKEN OR IMPAIRED THROUGH
CONDEMNATION; ANY OBLIGOR