SET OUT IN SECTION 12.2.1 (IT
BEING UNDERSTOOD THAT EACH REQUEST BY THE COMPANY FOR THE MAKING OF A LOAN OR
THE ISSUANCE OF A LETTER OF CREDIT SHALL BE DEEMED TO CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE COMPANY THAT THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 12.2.1 WILL BE SATISFIED AT THE TIME OF THE MAKING OF SUCH LOAN
OR THE ISSUANCE OF SUCH LETTER OF CREDIT), TOGETHER WITH SUCH OTHER DOCUMENTS AS
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST IN SUPPORT
THEREOF.
SECTION 13
EVENTS OF DEFAULT AND THEIR EFFECT.
55
13.1
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING SHALL CONSTITUTE AN EVENT
OF DEFAULT UNDER THIS AGREEMENT:
13.1.1
NON-PAYMENT OF THE LOANS, ETC.
DEFAULT IN THE PAYMENT WHEN DUE OF
THE PRINCIPAL OF ANY LOAN; OR DEFAULT, AND CONTINUANCE THEREOF FOR FIVE BUSINESS
DAYS, IN THE PAYMENT WHEN DUE OF ANY INTEREST, FEE, REIMBURSEMENT OBLIGATION
WITH RESPECT TO ANY LETTER OF CREDIT OR OTHER AMOUNT PAYABLE BY THE COMPANY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
13.1.2
NON-PAYMENT OF OTHER DEBT.
ANY DEFAULT SHALL OCCUR UNDER THE TERMS
APPLICABLE TO ANY DEBT OF ANY THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY IN AN
AGGREGATE AMOUNT (FOR ALL SUCH DEBT SO AFFECTED AND INCLUDING UNDRAWN COMMITTED
OR AVAILABLE AMOUNTS AND AMOUNTS OWING TO ALL CREDITORS UNDER ANY COMBINED OR
SYNDICATED CREDIT ARRANGEMENT) EXCEEDING $10,000,000 AND SUCH DEFAULT SHALL (A)
CONSIST OF THE FAILURE TO PAY SUCH DEBT WHEN DUE, WHETHER BY ACCELERATION OR
OTHERWISE, OR (B) ACCELERATE THE MATURITY OF SUCH DEBT OR PERMIT THE HOLDER OR
HOLDERS THEREOF, OR ANY TRUSTEE OR AGENT FOR SUCH HOLDER OR HOLDERS, TO CAUSE
SUCH DEBT TO BECOME DUE AND PAYABLE (OR REQUIRE THE COMPANY OR ANY RESTRICTED
SUBSIDIARY TO PURCHASE OR REDEEM SUCH DEBT OR POST CASH COLLATERAL IN RESPECT
THEREOF) PRIOR TO ITS EXPRESSED MATURITY.
13.1.3
BANKRUPTCY, INSOLVENCY, ETC.
THE COMPANY OR ANY SIGNIFICANT
SUBSIDIARY
BECOMES INSOLVENT OR GENERALLY FAILS TO PAY, OR ADMITS IN WRITING
ITS INABILITY OR REFUSAL TO PAY, DEBTS AS THEY BECOME DUE; OR THE COMPANY OR ANY
SIGNIFICANT SUBSIDIARY APPLIES FOR, CONSENTS TO, OR ACQUIESCES IN THE
APPOINTMENT OF A TRUSTEE, RECEIVER OR OTHER CUSTODIAN FOR THE COMPANY OR SUCH
SIGNIFICANT SUBSIDIARY OR ANY PROPERTY THEREOF, OR MAKES A GENERAL ASSIGNMENT
FOR THE BENEFIT OF CREDITORS; OR, IN THE ABSENCE OF SUCH APPLICATION, CONSENT OR
ACQUIESCENCE, A TRUSTEE, RECEIVER OR OTHER CUSTODIAN IS APPOINTED FOR THE
COMPANY OR SUCH SIGNIFICANT SUBSIDIARY OR FOR A SUBSTANTIAL PART OF THE PROPERTY
OF ANY THEREOF AND IS NOT DISCHARGED WITHIN 60 DAYS; OR ANY BANKRUPTCY,
REORGANIZATION, DEBT ARRANGEMENT, OR OTHER CASE OR PROCEEDING UNDER ANY
BANKRUPTCY OR INSOLVENCY LAW, OR ANY DISSOLUTION OR LIQUIDATION PROCEEDING, IS
COMMENCED IN RESPECT OF THE COMPANY OR SUCH SIGNIFICANT SUBSIDIARY, AND IF SUCH
CASE OR PROCEEDING IS NOT COMMENCED BY THE COMPANY OR SUCH SIGNIFICANT
SUBSIDIARY, IT IS CONSENTED TO OR ACQUIESCED IN BY THE COMPANY OR SUCH
SIGNIFICANT SUBSIDIARY, OR REMAINS FOR 60 DAYS UNDISMISSED; OR THE