or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.
SECTION 8. EVENTS OF DEFAULT
Section 8.1
Events of Default.
If any one or more of the following conditions
or events shall occur:
(A)
FAILURE TO MAKE PAYMENTS WHEN DUE.
FAILURE BY COMPANY TO PAY
(I) WHEN DUE THE PRINCIPAL OF, OR PREMIUM ON, ANY LOAN, WHETHER AT STATED
MATURITY, BY ACCELERATION, BY NOTICE OF VOLUNTARY PREPAYMENT OR OTHERWISE; OR
(II) ANY INTEREST ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT DUE HEREUNDER
WITHIN THREE (3) BUSINESS DAYS AFTER THE DATE DUE; OR
(B)
DEFAULT IN OTHER AGREEMENTS.
(I) FAILURE OF ANY CREDIT PARTY OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES TO PAY WHEN DUE ANY PRINCIPAL OF OR
INTEREST ON OR ANY OTHER AMOUNT PAYABLE IN RESPECT OF ONE OR MORE ITEMS OF
INDEBTEDNESS (OTHER THAN INDEBTEDNESS REFERRED TO IN SECTION 8.1(A)) HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF $50.0 MILLION OR MORE, IN EACH CASE BEYOND THE
GRACE PERIOD, IF ANY, PROVIDED THEREFOR; OR (II) BREACH OR DEFAULT BY ANY CREDIT
PARTY
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WITH RESPECT TO ANY OTHER MATERIAL TERM OF (1) ONE OR MORE ITEMS OF INDEBTEDNESS
IN THE INDIVIDUAL OR AGGREGATE PRINCIPAL AMOUNTS REFERRED TO IN CLAUSE (I) ABOVE
OR (2) ANY LOAN AGREEMENT, MORTGAGE, INDENTURE OR OTHER AGREEMENT RELATING TO
SUCH ITEM(S) OF INDEBTEDNESS, IN EACH CASE BEYOND THE GRACE PERIOD, IF ANY,
PROVIDED THEREFOR, IF THE EFFECT OF SUCH BREACH OR DEFAULT IS TO CAUSE, OR TO
PERMIT THE HOLDER OR HOLDERS OF THAT INDEBTEDNESS (OR A TRUSTEE ON BEHALF OF
SUCH HOLDER OR HOLDERS), TO CAUSE, THAT INDEBTEDNESS TO BECOME OR BE DECLARED
DUE AND PAYABLE (OR REDEEMABLE) PRIOR TO ITS STATED MATURITY OR THE STATED
MATURITY OF ANY UNDERLYING OBLIGATION, AS THE CASE MAY BE; OR
(C)
BREACH OF CERTAIN COVENANTS.
FAILURE OF ANY CREDIT PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN SECTION 5.2,
SECTION 5.13 OR SECTION 6; OR
(D)
BREACH OF REPRESENTATIONS, ETC.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR OTHER STATEMENT MADE OR DEEMED MADE BY ANY CREDIT PARTY IN ANY
CREDIT DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES IN WRITING PURSUANT HERETO OR THERETO OR
IN CONNECTION HEREWITH OR THEREWITH SHALL BE FALSE IN ANY MATERIAL RESPECT AS OF
THE DATE MADE OR DEEMED MADE; OR
(E)
OTHER DEFAULTS UNDER CREDIT DOCUMENTS.
ANY CREDIT PARTY SHALL
DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED HEREIN OR
ANY OF THE OTHER CREDIT DOCUMENTS, OTHER THAN ANY SUCH TERM REFERRED TO IN ANY
OTHER SECTION OF THIS SECTION 8.1, AND SUCH DEFAULT SHALL NOT HAVE BEEN REMEDIED
OR WAIVED WITHIN THIRTY (30) DAYS AFTER THE EARLIER OF (I)