UP TO
$15,000,000 FOR SUCH OTHER PURPOSES PERMITTED HEREUNDER AS THE LOAN PARTIES MAY
DEEM APPROPRIATE.
ARTICLE VII
Events of Default
SECTION 7.01. EVENTS OF DEFAULT.
IF ANY OF THE FOLLOWING EVENTS ("EVENTS OF
DEFAULT") SHALL OCCUR:
(A) THE BORROWER SHALL FAIL TO PAY (I) ANY PRINCIPAL OF ANY LOAN OR ANY
REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LC DISBURSEMENT WHEN AND AS THE SAME
SHALL BECOME DUE AND PAYABLE, WHETHER AT THE DUE DATE THEREOF OR AT A DATE FIXED
FOR PREPAYMENT THEREOF OR BY ACCELERATION THEREOF OR OTHERWISE, OR (II) ANY
INTEREST ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT PAYABLE UNDER THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT WITHIN FIVE (5) BUSINESS DAYS AFTER IT SHALL BECOME
DUE AND PAYABLE;
(B) ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF ANY
LOAN PARTY HEREIN OR IN ANY OTHER LOAN DOCUMENT OR ANY AMENDMENT OR MODIFICATION
THEREOF OR WAIVER THEREUNDER, OR IN ANY REPORT, BORROWING BASE CERTIFICATE OR
OTHER CERTIFICATE, FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED PURSUANT TO
OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN DOCUMENT, SHALL PROVE TO HAVE
BEEN MATERIALLY INCORRECT WHEN MADE OR DEEMED MADE;
(C) ANY LOAN PARTY SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT, CONDITION OR
AGREEMENT CONTAINED (I) IN ARTICLE VI, (II) IN SECTION 5.01(H) (AFTER A ONE (1)
BUSINESS DAY GRACE PERIOD) OR (III) IN ANY OF SECTION 2.21, 5.02(A), 5.03 (BUT
ONLY WITH RESPECT TO HOLDINGS' OR THE BORROWER'S EXISTENCE), 5.06(B), 5.09 OR
5.10 (PROVIDED THAT IF (A) ANY SUCH DEFAULT DESCRIBED IN THIS CLAUSE
86
(III) IS OF A TYPE THAT CAN BE CURED WITHIN FIVE (5) BUSINESS DAYS AND (B) SUCH
DEFAULT COULD NOT MATERIALLY ADVERSELY IMPACT THE LENDER'S LIENS ON THE
COLLATERAL, SUCH DEFAULT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT FOR FIVE (5)
BUSINESS DAYS AFTER THE OCCURRENCE OF SUCH DEFAULT SO LONG AS THE LOAN PARTIES
ARE DILIGENTLY PURSUING THE CURE OF SUCH DEFAULT);
(D) ANY LOAN PARTY SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT, CONDITION OR
AGREEMENT CONTAINED IN ANY LOAN DOCUMENT (OTHER THAN THOSE SPECIFIED IN CLAUSES
(A) AND (C) ABOVE) AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30
DAYS AFTER NOTICE THEREOF FROM THE AGENT OR THE REQUIRED LENDERS TO THE
BORROWER;
(E) (I) ANY LOAN PARTY SHALL FAIL TO MAKE ANY PAYMENT BEYOND THE APPLICABLE
GRACE PERIOD (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION,
DEMAND OR OTHERWISE) WITH RESPECT TO ANY MATERIAL INDEBTEDNESS, OR (II) ANY
EVENT OR CONDITION OCCURS (OTHER THAN WITH RESPECT TO MATERIAL INDEBTEDNESS
CONSTITUTING DERIVATIVE TRANSACTIONS, TERMINATION EVENTS OR EQUIVALENT EVENTS
PURSUANT TO THE TERMS OF THE RELATED SWAP AGREEMENTS IN ACCORDANCE WITH THE
TERMS THEREOF AND NOT AS A RESULT OF ANY DEFAULT THEREUNDER BY ANY LOAN PARTY)
THAT RESULTS IN ANY MATERIAL INDEBTEDNESS BECOMING DUE PRIOR TO ITS SCHEDULED
MATURITY OR THAT ENABLES OR PERMITS (WITH THE GIVING OF NOTICE, IF REQUIRED) THE
HOLDER OR HOLDERS OF ANY SUCH MATERIAL INDEBTEDNESS