OBTAIN ANY IMPROPER
ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT OF
1977, AS AMENDED.
SECTION 6
EVENTS OF DEFAULT AND 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.
FAILURE TO REPAY ANY OUTSTANDING
AMOUNT OF THE LOANS AT THE TIME REQUIRED PURSUANT TO THIS AGREEMENT, OR TO
REIMBURSE ADMINISTRATIVE AGENT (FOR THE ACCOUNT OF ISSUING LENDER) FOR ANY
PAYMENT MADE BY ISSUING LENDER UNDER OR WITH RESPECT TO ANY LETTER OF CREDIT
WHEN DUE, OR FAILURE TO PAY, WITHIN FIVE DAYS AFTER THE DUE DATE, ANY INTEREST
ON ANY LOAN OR FAILURE TO PAY, WITHIN FIVE DAYS AFTER RECEIPT BY BORROWER OF
NOTICE FROM ADMINISTRATIVE AGENT, ANY OTHER AMOUNT DUE UNDER THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS; OR
36
(B)
DEFAULT IN OTHER AGREEMENTS.
(I) FAILURE OF
BORROWER OR ANY OF ITS SUBSIDIARIES TO PAY WHEN DUE OR WITHIN ANY APPLICABLE
GRACE PERIOD ANY PRINCIPAL OR INTEREST ON INDEBTEDNESS (OTHER THAN THE LOANS) IN
EXCESS OF $5,000,000 OR (II) ANY OTHER BREACH OR DEFAULT OF BORROWER OR ANY OF
ITS SUBSIDIARIES WITH RESPECT TO THE NOTE PURCHASE AGREEMENT, ANY INDEBTEDNESS
(OTHER THAN THE LOANS), IF THE EFFECT OF SUCH BREACH OR DEFAULT IS TO CAUSE OR
TO PERMIT THE HOLDER OR HOLDERS THEN TO CAUSE SUCH INDEBTEDNESS HAVING AN
AGGREGATE PRINCIPAL AMOUNT FOR BORROWER AND ITS SUBSIDIARIES IN EXCESS OF
$5,000,000 TO BECOME OR BE DECLARED DUE PRIOR TO ITS STATED MATURITY; 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 THAT PORTION OF SUBSECTION 2.2 RELATING TO BORROWER'S OR
ANY OF ITS SUBSIDIARIES' OBLIGATION TO MAINTAIN INSURANCE, SUBSECTION 2.4,
SECTION 3 OR SECTION 4; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION,
WARRANTY, CERTIFICATION OR OTHER STATEMENT MADE BY BORROWER OR ANY OF ITS
SUBSIDIARIES IN ANY LOAN DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT ANY TIME
GIVEN BY BORROWER OR ANY OF ITS SUBSIDIARIES IN WRITING PURSUANT TO ANY LOAN
DOCUMENT IS FALSE IN ANY MATERIAL RESPECT ON THE DATE MADE OR DEEMED MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS.
BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OTHER PARTY (OTHER THAN ADMINISTRATIVE
AGENT OR A LENDER) BREACHES OR DEFAULTS IN THE PERFORMANCE OF OR COMPLIANCE WITH
ANY TERM CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND SUCH
DEFAULT IS NOT REMEDIED OR WAIVED WITHIN 30 DAYS AFTER RECEIPT BY BORROWER, ANY
SUCH SUBSIDIARY OR SUCH OTHER PARTY OF NOTICE FROM ADMINISTRATIVE AGENT OF SUCH
DEFAULT (OTHER THAN OCCURRENCES DESCRIBED IN OTHER PROVISIONS OF THIS SUBSECTION
6.1 FOR WHICH A DIFFERENT GRACE OR CURE PERIOD IS SPECIFIED OR WHICH CONSTITUTE
IMMEDIATE EVENTS OF DEFAULT); OR
(F)
INVOLUNTARY BANKRUPTCY; APPOINTMENT OF
RECEIVER; ETC.
(I) A COURT ENTERS A DECREE OR ORDER FOR RELIEF WITH RESPECT TO
BORROWER OR ANY OF ITS SUBSIDIARIES IN AN INVOLUNTARY