of the key business terms of each such
policy such as deductibles, coverage limits and term of policy.
SECTION 6.
DEFAULT, RIGHTS AND REMEDIES
6.1.
Event 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 (2) FAILURE TO PAY, WITHIN
THREE (3) 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) BORROWER
OR ANY OF ITS SUBSIDIARIES FAILS TO PAY WHEN DUE OR WITHIN ANY APPLICABLE GRACE
PERIOD ANY AMOUNT OF PRINCIPAL OF OR ANY AMOUNT OF INTEREST ON INDEBTEDNESS
(OTHER THAN THE LOANS) OR ANY CONTINGENT OBLIGATIONS IF SUCH INDEBTEDNESS OR
CONTINGENT OBLIGATION IS IN EXCESS OF $2,000,000 OR (2) BREACH OR DEFAULT OF
BORROWER OR ANY OF ITS SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION OR
EVENT, WITH RESPECT
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TO ANY INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT OBLIGATIONS, IF THE
EFFECT OF SUCH BREACH, DEFAULT OR OCCURRENCE IS TO CAUSE OR TO PERMIT THE HOLDER
OR HOLDERS THEN TO CAUSE, INDEBTEDNESS AND/OR CONTINGENT OBLIGATIONS HAVING AN
AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF $2,000,000 TO BECOME OR BE DECLARED DUE
PRIOR TO THEIR STATED MATURITY; PROVIDED THAT WITH RESPECT TO ANY FAILURE TO
OBSERVE OR PERFORM ANY TERM, COVENANT, CONDITION OR AGREEMENT UNDER THE FIRST
LIEN CREDIT AGREEMENT, SUCH EVENT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT
PURSUANT TO THIS CLAUSE (B) UNLESS THE OBLIGATIONS UNDER THE FIRST LIEN CREDIT
AGREEMENT HAVE BEEN ACCELERATED OR ARE OTHERWISE PRESENTLY DUE AND PAYABLE; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF
BORROWER OR ANY OF ITS SUBSIDIARIES TO PERFORM OR COMPLY WITH ANY TERM OR
CONDITION CONTAINED IN SECTION 3 OR SECTION 4; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION OR
WARRANTY HEREIN OR IN ANY LOAN DOCUMENT OR IN ANY WRITTEN STATEMENT, REPORT,
FINANCIAL STATEMENT OR CERTIFICATE MADE OR DELIVERED TO AGENT OR ANY LENDER BY
ANY CREDIT PARTY IS UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT (WITHOUT
DUPLICATION OF MATERIALITY QUALIFIERS CONTAINED THEREIN) AS OF THE DATE WHEN
MADE OR DEEMED MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS. ANY
CREDIT PARTY DEFAULTS IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM
CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (OTHER THAN OCCURRENCES
DESCRIBED IN OTHER PROVISIONS OF THIS SECTION 6.1 FOR WHICH A DIFFERENT GRACE OR
CURE PERIOD IS SPECIFIED, OR FOR WHICH NO CURE PERIOD IS SPECIFIED AND WHICH
CONSTITUTE IMMEDIATE EVENTS OF DEFAULT) AND SUCH DEFAULT IS NOT REMEDIED OR
WAIVED WITHIN THIRTY (30) DAYS AFTER THE EARLIER OF (1) RECEIPT BY BORROWER OF
NOTICE FROM AGENT OR REQUISITE LENDERS OF SUCH DEFAULT OR (2) ACTUAL KNOWLEDGE
OF BORROWER OR ANY OTHER CREDIT PARTY OF SUCH DEFAULT; OR
(F)
INVOLUNTARY BANKRUPTCY; APPOINTMENT OF
RECEIVER, ETC.
(1) A COURT ENTERS