up to $1,000,000 in the
aggregate in any fiscal year (and (a) and (b) are herein referred to
individually and collectively as "Permitted Collateral Dispositions"). All Net
Proceeds arising as a result of dispositions of Collateral made in accordance
with this Section 9.24 must be applied in accordance with Section 12.4 hereof.
Notwithstanding anything to the contrary in this Section 9.24, the Borrowers may
(i) sell Steinway Hall without the prior written consent of the Administrative
Agent and (ii) retain and
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use all proceeds received by Borrowers in connection with such sale in its
business operations or as otherwise permitted by this Agreement.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
BORROWERS SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN WHEN DUE AND IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT; OR BORROWERS SHALL FAIL TO PAY ANY INTEREST ON
ANY LOAN, OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS OR THE FEE LETTER, OR FAILURE BY A GUARANTOR TO PERFORM ITS
OBLIGATIONS UNDER THE GUARANTEE; OR
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY A LOAN PARTY HEREIN OR IN
ANY OF THE OTHER BASIC DOCUMENTS OR WHICH IS CONTAINED IN ANY CERTIFICATE,
DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY TIME UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY SUCH OTHER BASIC DOCUMENTS SHALL PROVE TO
HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE
OR DEEMED MADE OR FURNISHED; OR
FAILURE BY A LOAN PARTY TO (I) FURNISH FINANCIAL INFORMATION WHEN DUE AND AT
REASONABLE TIMES DURING BUSINESS HOURS WHEN REQUESTED BY THE ADMINISTRATIVE
AGENT UPON PRIOR NOTICE PURSUANT TO THE TERMS OF THIS AGREEMENT, OR (II) PERMIT
THE INSPECTION OF ITS BOOKS OR RECORDS; OR
ISSUANCE OF A NOTICE OF LIEN, CLAIM, LEVY ASSESSMENT, INJUNCTION OR ATTACHMENT
AGAINST A MATERIAL PORTION OF THE PROPERTY OF ANY BORROWER OR THE LOAN PARTIES
TAKEN AS A WHOLE, WHICH HAS NOT BEEN FULLY BONDED OR REMOVED WITHIN FORTY-FIVE
(45) DAYS AFTER THE SAME HAS OCCURRED, PROVIDED THAT THE APPLICABLE LOAN PARTY
HAS INDICATED TO THE ADMINISTRATIVE AGENT THAT THE SAME IS TO BE FULLY BONDED OR
REMOVED AND SUCH LOAN PARTY IS DILIGENTLY PROCEEDING DURING SAID FORTY-FIVE (45)
DAY PERIOD TO FULLY BOND OR REMOVE THE SAME; OR
FAILURE BY ANY LOAN PARTY TO COMPLY WITH ANY AGREEMENT CONTAINED IN SECTION 9 OF
THIS AGREEMENT; OR
FAILURE OR NEGLECT OF A LOAN PARTY, TO PERFORM, KEEP OR OBSERVE ANY TERM,
PROVISION, CONDITION, COVENANT HEREIN CONTAINED, OR CONTAINED IN ANY OTHER
AGREEMENT OR ARRANGEMENT NOW OR HEREAFTER ENTERED INTO BETWEEN ANY OF THEM AND
THE ADMINISTRATIVE AGENT AND THE LENDERS, WHICH FAILURE CONTINUES FOR THIRTY
(30) DAYS AFTER NOTICE FROM THE ADMINISTRATIVE AGENT TO THE APPLICABLE LOAN
PARTY OF SUCH BREACH; PROVIDED HOWEVER, THAT: (I) NO SUCH NOTICE FROM THE
ADMINISTRATIVE AGENT TO SUCH LOAN PARTY OR ANY OTHER SUCH PERSON SHALL BE
NECESSARY IN