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 LOAN PARTIES 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.
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 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 LOAN PARTIES 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 LOAN PARTY 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 $5,000,000 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 ANY LOAN PARTY TO PURCHASE OR REDEEM SUCH
DEBT OR POST CASH COLLATERAL IN RESPECT THEREOF) PRIOR TO ITS EXPRESSED
MATURITY.
54
13.1.3
OTHER MATERIAL OBLIGATIONS.
DEFAULT IN THE PAYMENT WHEN DUE, OR IN
THE PERFORMANCE OR OBSERVANCE OF, ANY MATERIAL OBLIGATION OF, OR CONDITION
AGREED TO BY, ANY LOAN PARTY WITH RESPECT TO ANY MATERIAL PURCHASE OR LEASE OF
GOODS OR SERVICES WHERE SUCH DEFAULT, SINGLY OR IN THE AGGREGATE WITH ALL OTHER
SUCH DEFAULTS, MIGHT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
13.1.4
BANKRUPTCY, INSOLVENCY, ETC.
ANY LOAN PARTY BECOMES INSOLVENT OR
GENERALLY FAILS TO PAY, OR ADMITS IN WRITING ITS INABILITY OR REFUSAL TO PAY,
DEBTS AS THEY BECOME DUE; OR ANY LOAN PARTY APPLIES FOR, CONSENTS TO, OR
ACQUIESCES IN THE APPOINTMENT OF A TRUSTEE, RECEIVER OR OTHER CUSTODIAN FOR SUCH
LOAN PARTY 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 ANY LOAN
PARTY 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 ANY LOAN
PARTY, AND IF SUCH CASE OR PROCEEDING IS NOT COMMENCED