Default.
Any of
the following shall constitute an Event of Default:
(A)
NON-PAYMENT.
THE BORROWERS OR ANY OTHER LOAN
PARTY FAILS TO PAY WHEN AND AS REQUIRED TO BE PAID HEREIN, (I) ANY AMOUNT OF
PRINCIPAL OF ANY LOAN OR ANY L/C OBLIGATION, OR DEPOSIT ANY FUNDS AS CASH
COLLATERAL IN RESPECT OF L/C OBLIGATIONS, OR (II) ANY INTEREST ON ANY LOAN OR ON
ANY L/C OBLIGATION, OR ANY FEE DUE HEREUNDER, WHICH FAILURE CONTINUES FOR THREE
(3) CALENDAR DAYS, OR (III) ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT, WHICH FAILURE CONTINUES FOR THREE (3) CALENDAR DAYS; OR
(B)
SPECIFIC COVENANTS.
(I) ANY LOAN PARTY FAILS TO
PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF
SECTION 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13 OR 6.14 OR
ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM
OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION (A) OR
(B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR
OBSERVED AND SUCH FAILURE CONTINUES FOR TWENTY (20) DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE
BY OR ON BEHALF OF ANY BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER
LOAN DOCUMENT, OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH
(INCLUDING, WITHOUT LIMITATION, ANY BORROWING BASE CERTIFICATE) SHALL BE
INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) ANY LOAN PARTY OR ANY
SUBSIDIARY THEREOF (A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED
MATURITY, REQUIRED PREPAYMENT, ACCELERATION,
DEMAND, OR OTHERWISE) IN RESPECT OF ANY MATERIAL INDEBTEDNESS (INCLUDING UNDRAWN
COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO ALL CREDITORS
UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OR GUARANTEE, OR (B) FAILS
TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
MATERIAL INDEBTEDNESS OR GUARANTEE OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT
EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS, THE EFFECT
OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE (OR TO PERMIT THE HOLDER OR HOLDERS
OF SUCH MATERIAL INDEBTEDNESS OR THE BENEFICIARY OR BENEFICIARIES OF ANY
GUARANTEE THEREOF (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR
BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED),
SUCH MATERIAL INDEBTEDNESS TO BE DEMANDED OR TO BECOME DUE OR TO BE REPURCHASED,
PREPAID, DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO
REPURCHASE, PREPAY, DEFEASE OR REDEEM SUCH MATERIAL INDEBTEDNESS TO BE MADE,
PRIOR TO ITS STATED MATURITY, OR SUCH GUARANTEE TO BECOME PAYABLE OR CASH
COLLATERAL IN RESPECT THEREOF TO BE DEMANDED; OR (II) THERE OCCURS UNDER ANY
SWAP CONTRACT AN EARLY TERMINATION DATE (AS DEFINED IN SUCH SWAP CONTRACT)
RESULTING FROM (A) ANY EVENT OF DEFAULT UNDER SUCH SWAP CONTRACT AS TO WHICH A
LOAN PARTY OR ANY SUBSIDIARY THEREOF IS THE DEFAULTING PARTY