IN WHICH CASE IT SHALL
HAVE BEEN TRUE AND CORRECT IN ALL RESPECTS AND SHALL NOT HAVE BEEN FALSE OR
MISLEADING IN ANY RESPECT TAKEN AS A WHOLE AND IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH IT WAS MADE OR FURNISHED ON THE DATE WHEN MADE OR DEEMED TO HAVE
BEEN MADE);
(C)
ANY CREDIT PARTY THERETO SHALL BE IN VIOLATION, BREACH OR DEFAULT
OF, OR SHALL FAIL TO PERFORM, OBSERVE OR COMPLY WITH, ANY COVENANT, OBLIGATION
OR AGREEMENT SET FORTH IN, OR ANY EVENT OF DEFAULT OCCURS UNDER, ANY LOAN
DOCUMENT AND SUCH VIOLATION, BREACH, DEFAULT, EVENT OF DEFAULT OR FAILURE SHALL
NOT BE CURED WITHIN THE APPLICABLE PERIOD, IF ANY, SET FORTH IN THE APPLICABLE
LOAN DOCUMENT; PROVIDED THAT, WITH RESPECT TO THE AFFIRMATIVE COVENANTS SET
FORTH IN ARTICLE VI (OTHER THAN SECTIONS 6.1, 6.3(C), 6.4, 6.5 OR 6.7(B), FOR
WHICH NO CURE PERIOD SHALL APPLY), ANY SUCH VIOLATION, BREACH, DEFAULT, EVENT OF
DEFAULT OR FAILURE SHALL RESULT IN ANY EVENT OF DEFAULT ONLY IF IT REMAINS
UNCURED FOR THIRTY (30) CALENDAR DAYS AFTER THE EARLIER OF (I) RECEIPT (AS
DEFINED IN SECTION 12.7) BY SUCH PERSON OF WRITTEN NOTICE OF SUCH VIOLATION,
BREACH, DEFAULT, EVENT OF DEFAULT OR FAILURE AND (II) THE TIME AT WHICH ANY
OFFICER OF A CREDIT PARTY KNEW OR BECAME AWARE, OR SHOULD REASONABLY HAVE KNOWN
OR BEEN AWARE, OF SUCH VIOLATION, BREACH, DEFAULT, EVENT OF DEFAULT OR FAILURE;
(D)
(I) ANY OF THE LOAN DOCUMENTS CEASES FOR ANY REASON TO BE IN FULL
FORCE AND EFFECT OR (II) ANY LIEN, EXCEPT ANY LIENS THE AGENT CHOOSES NOT TO
PERFECT CREATED UNDER ANY LOAN DOCUMENTS CEASES (OTHER THAN PURSUANT TO THE
EXPRESS TERMS OF THE APPLICABLE LOAN DOCUMENT) TO CONSTITUTE A VALID FIRST
PRIORITY PERFECTED LIEN (OTHER THAN WITH RESPECT TO PROPERTY SUBJECT ONLY TO
PRIORITY PERMITTED LIENS) ON THE COLLATERAL IN ACCORDANCE WITH THE TERMS
THEREOF;
(E)
ONE OR MORE JUDGMENTS OR DECREES IS OR ARE RENDERED AGAINST THE
CREDIT PARTIES, ANY SUBSIDIARY OF ANY CREDIT PARTY OR ANY OF THEM IN AN
OUTSTANDING AMOUNT, AT ANY TIME IN EXCESS OF AN AMOUNT EQUAL TO $175,000
INDIVIDUALLY OR AN AMOUNT EQUAL TO $350,000 IN THE AGGREGATE (EXCLUDING
JUDGMENTS AND DECREES TO THE EXTENT COVERED BY THIRD PARTY INSURANCE OF
39
SUCH PERSONS WHERE SUCH COVERAGE HAS BEEN ACKNOWLEDGED BY THE INSURER), WHICH
IS/ARE NOT SATISFIED, STAYED, VACATED OR DISCHARGED OF RECORD WITHIN THIRTY (30)
CALENDAR DAYS OF BEING RENDERED;
(F)
ANY CREDIT PARTY OR ANY SUBSIDIARY OF ANY CREDIT PARTY SHALL, OR
THERE SHALL OCCUR:
(I)
DEFAULT IN THE PAYMENT OF ANY PRINCIPAL OF OR INTEREST WHEN DUE
ON ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS AND THE "OBLIGATIONS" AS DEFINED
IN THE TERM LOAN AGREEMENT) IN THE OUTSTANDING PRINCIPAL AMOUNT IN EXCESS OF AN
AMOUNT EQUAL TO $250,000 IN THE AGGREGATE, WHICH DEFAULT IS NOT CURED OR WAIVED
WITHIN ANY APPLICABLE GRACE OR CURE PERIOD;
(II)
DEFAULT OR BREACH THE TERMS OF ANY NOTE, AGREEMENT, INDENTURE OR
OTHER DOCUMENT EVIDENCING OR