IS SPECIFIED, SUCH OCCURRENCE OR EXISTENCE CONSTITUTES AN IMMEDIATE
EVENT OF DEFAULT):
(A)
PAYMENT.
(1) FAILURE TO PAY ANY INSTALLMENTS
OR OTHER PAYMENTS OF PRINCIPAL OF ANY LOAN WHEN DUE, OR TO REPAY THE REVOLVING
LOAN TO REDUCE ITS BALANCE TO THE MAXIMUM REVOLVING LOAN AMOUNT OR TO REIMBURSE
AGENT, L/C ISSUER OR ANY LENDER FOR ANY PAYMENT MADE BY AGENT, L/C ISSUER OR
SUCH LENDER UNDER OR IN RESPECT OF ANY LENDER LETTER OF CREDIT WHEN DUE OR
(2) FAILURE TO PAY, WITHIN FIVE (5) DAYS AFTER THE DUE DATE, ANY INTEREST ON ANY
LOAN OR ANY OTHER AMOUNT DUE (OTHER THAN PRINCIPAL OF ANY LOAN) UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(1) FAILURE OF
ANY LOAN PARTY TO PAY WHEN DUE ANY PRINCIPAL OR INTEREST ON ANY INDEBTEDNESS
(OTHER THAN THE OBLIGATIONS) OR (2) BREACH OR DEFAULT OF ANY LOAN PARTY WITH
RESPECT TO ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS); IF SUCH FAILURE TO
PAY, BREACH OR DEFAULT ENTITLES THE HOLDER TO CAUSE SUCH INDEBTEDNESS HAVING AN
INDIVIDUAL PRINCIPAL AMOUNT IN EXCESS OF $200,000 OR HAVING AN AGGREGATE
PRINCIPAL AMOUNT IN EXCESS OF $300,000 TO BECOME OR BE DECLARED DUE PRIOR TO ITS
STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
(1) FAILURE OF
ANY OBLIGOR TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN
PARAGRAPHS (A) AND (C) OF THE REPORTING RIDER, THAT PORTION OF SUBSECTION 4.17
RELATING TO OBLIGORS' OBLIGATIONS TO MAINTAIN INSURANCE OR SUBSECTION 5.1 OR
CONTAINED IN SECTION 7 OR THE FINANCIAL COVENANTS RIDER; OR (2) FAILURE OF ANY
OBLIGOR TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN PARAGRAPHS
(E), (F) AND (K) OF THE REPORTING RIDER AND SUCH FAILURE IS NOT REMEDIED OR
WAIVED WITHIN FIVE (5) BUSINESS DAYS (TWO (2) BUSINESS DAYS IN THE CASE OF ANY
TERM OR CONDITION CONTAINED IN PARAGRAPH (F) OF THE REPORTING RIDER TO BE
PERFORMED ON A WEEKLY BASIS) AFTER THE DATE SUCH FAILURE FIRST OCCURS; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION,
WARRANTY, CERTIFICATION OR OTHER STATEMENT MADE BY ANY LOAN PARTY IN ANY LOAN
DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN
WRITING PURSUANT OR IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY
MATERIAL RESPECT ON THE DATE MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS.
BORROWER OR ANY OTHER LOAN PARTY DEFAULTS IN THE PERFORMANCE OF OR COMPLIANCE
WITH ANY TERM CONTAINED IN THIS AGREEMENT
46
OTHER THAN THOSE OTHERWISE SET FORTH IN THIS SUBSECTION 8.1, OR DEFAULTS IN THE
PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED IN THE OTHER LOAN DOCUMENTS
AND SUCH DEFAULT IS NOT REMEDIED OR WAIVED WITHIN FIFTEEN (15) DAYS AFTER NOTICE
FROM AGENT, OR, AS REQUIRED, REQUISITE LENDERS, TO BORROWER OF SUCH DEFAULT; OR
(F)
CHANGE OF CONTROL.
(1) ANY PERSON OR GROUP
OF PERSONS (WITHIN THE MEANING OF THE SECURITIES EXCHANGE ACT OF 1934) OTHER
THAN THE UNDERWRITERS IN A PUBLIC