AGGREGATE AMOUNT (FOR ALL SUCH
DEBT SO AFFECTED AND INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND
AMOUNTS OWING TO ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT
ARRANGEMENT) EXCEEDING $2,500,000 AND SUCH DEFAULT SHALL (A) CONSIST OF THE
FAILURE TO PAY SUCH DEBT WHEN DUE, WHETHER BY ACCELERATION OR OTHERWISE, OR (B)
ACCELERATE THE MATURITY OF SUCH DEBT OR PERMIT THE HOLDER OR HOLDERS THEREOF, OR
ANY TRUSTEE OR AGENT FOR SUCH HOLDER OR HOLDERS, TO CAUSE SUCH DEBT TO BECOME
DUE AND PAYABLE (OR REQUIRE ANY LOAN PARTY TO PURCHASE OR REDEEM SUCH DEBT OR
POST CASH COLLATERAL IN RESPECT THEREOF) PRIOR TO ITS EXPRESSED MATURITY.
13.1.3
OTHER MATERIAL OBLIGATIONS.
DEFAULT IN THE PAYMENT WHEN DUE, OR IN
THE PERFORMANCE OR OBSERVANCE OF, ANY MATERIAL OBLIGATION OF, OR CONDITION
AGREED TO BY, ANY LOAN PARTY WITH RESPECT TO ANY MATERIAL PURCHASE OR LEASE OF
GOODS OR SERVICES WHERE SUCH DEFAULT, SINGLY OR IN THE AGGREGATE WITH ALL OTHER
SUCH DEFAULTS, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
13.1.4
BANKRUPTCY, INSOLVENCY, ETC.
THE PARENT OR ANY LOAN PARTY BECOMES
INSOLVENT OR GENERALLY FAILS TO PAY, OR ADMITS IN WRITING ITS INABILITY OR
REFUSAL TO PAY, DEBTS AS THEY BECOME DUE; OR ANY LOAN PARTY APPLIES FOR,
CONSENTS TO, OR THE PARENT ACQUIESCES IN THE APPOINTMENT OF A TRUSTEE, RECEIVER
OR OTHER CUSTODIAN FOR SUCH PERSON OR ANY PROPERTY THEREOF, OR
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makes a general assignment for the benefit of creditors; or, in the absence of
such application, consent or acquiescence, a trustee, receiver or other
custodian is appointed for the Parent or any Loan Party or for a substantial
part of the property of any thereof and is not discharged within 60 days; or any
bankruptcy, reorganization, debt arrangement, or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution or liquidation proceeding,
is commenced in respect of the Parent or any Loan Party, and if such case or
proceeding is not commenced by such Person, it is consented to or acquiesced in
by such Person, or remains for 60 days undismissed; or the Parent or any Loan
Party takes any action to authorize, or in furtherance of, any of the foregoing.
13.1.5
NON-COMPLIANCE WITH LOAN DOCUMENTS.
(A) FAILURE BY ANY LOAN PARTY
TO COMPLY WITH OR TO PERFORM ANY COVENANT SET FORTH IN SECTIONS 10.1.5, 10.3(B)
OR 10.5 OR SECTION 11; (B) FAILURE BY PARENT TO COMPLY WITH OR PERFORM ANY
PROVISION OF THE PARENT PLEDGE AGREEMENT; OR (C) FAILURE BY ANY LOAN PARTY TO
COMPLY WITH OR TO PERFORM ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT (AND NOT CONSTITUTING AN EVENT OF DEFAULT UNDER ANY OTHER
PROVISION OF THIS SECTION 13) AND CONTINUANCE OF SUCH FAILURE DESCRIBED IN THIS
CLAUSE (B) FOR 30 DAYS.
13.1.6
REPRESENTATIONS; WARRANTIES.
ANY REPRESENTATION OR WARRANTY MADE
BY THE PARENT OR ANY LOAN PARTY HEREIN OR IN ANY OTHER LOAN DOCUMENT IS BREACHED
OR IS FALSE OR MISLEADING IN ANY MATERIAL RESPECT,