THE AGENT OR ANY BANK PURSUANT HERETO OR IN
CONNECTION HEREWITH IS UNTRUE, MISLEADING OR INACCURATE IN ANY MATERIAL RESPECT
AS OF THE DATE ON WHICH SUCH REPRESENTATION, WARRANTY OR CERTIFICATION WAS MADE
(OR DEEMED MADE) OR FURNISHED; OR
36
(C)
EITHER (I) AN EVENT OR CIRCUMSTANCE DESIGNATED AS A "DEFAULT" OR
AN "EVENT OF DEFAULT" UNDER ANY OTHER LOAN DOCUMENT; (II) ANY COMPANY FAILS TO
PERFORM, OBSERVE OR COMPLY WITH ANY COVENANT OR AGREEMENT CONTAINED IN SECTIONS
5.1(O), 5.1(P) OR 5.1(Q); (III) EXCEPT AS PROVIDED IN SECTION 7.1(A), SECTION
7.1(C)(II) OR SECTION 7.1(C)(IV) ANY COMPANY FAILS TO PERFORM, OBSERVE OR COMPLY
WITH ANY COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, WHICH FAILURE CONTINUES FOR A PERIOD OF 30 DAYS AFTER THE OCCURRENCE
THEREOF; OR (IV) ANY COMPANY FAILS TO PERFORM, OBSERVE OR COMPLY WITH ANY
COVENANT OR AGREEMENT CONTAINED IN SECTION 6.1, WHICH FAILURE CONTINUES FOR A
PERIOD OF 45 DAYS AFTER THE DUE DATE OF THE COMPLIANCE CERTIFICATE EVIDENCING
SUCH FAILURE OR NONCOMPLIANCE; OR
(D)
EITHER (I) ANY COMPANY DEFAULTS IN THE PAYMENT OF ANY INDEBTEDNESS
IN EXCESS OF $100,000 OF SUCH COMPANY OR DEFAULTS IN RESPECT OF ANY NOTE,
AGREEMENT, INDENTURE, LOAN AGREEMENT, CREDIT AGREEMENT, BOND OR OTHER DOCUMENT
EVIDENCING OR RELATING TO ANY SUCH INDEBTEDNESS, AND SUCH DEFAULT CONTINUES FOR
MORE THAN THE PERIOD OF GRACE, IF ANY, SPECIFIED THEREIN OR (II) ANY
INDEBTEDNESS OF ANY COMPANY IN EXCESS OF $100,000 BECOMES DUE OR PREPAYABLE
BEFORE ITS STATED MATURITY BY ACCELERATION OF THE MATURITY THEREOF OR OTHERWISE;
EXCEPT THAT ANY NON-PAYMENT IN RESPECT OF THAT CERTAIN DEBT PAYABLE TO
SPAL/PANAMCO IN THE TOTAL AMOUNT OF $1.196 MILLION (THE "SPAL/PANAMCO DEBT")
SHALL NOT BE AN EVENT OF DEFAULT UNDER THIS SECTION 7.1(D) UNLESS COLLECTION
ACTIONS ARE COMMENCED BY ANY PARTY WITH RESPECT TO SUCH DEBT, INCLUDING, WITHOUT
LIMITATION, THE FILING OF SUIT OR THE INITIATION OF ANY OTHER LEGAL PROCEEDINGS
AGAINST ANY COMPANY, IN WHICH CASE ANY SUCH NON-PAYMENT UNDER THE SPAL/PANAMCO
DEBT SHALL BE AN EVENT OF DEFAULT IF NOT PAID WITHIN 20 BUSINESS DAYS AFTER THE
DATE ANY SPECIFIED PERSON HAS KNOWLEDGE OF THE COMMENCEMENT OF SUCH COLLECTION
ACTIONS; OR
(E)
ANY COMPANY (I) APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF, OR
THE TAKING OF POSSESSION BY, A RECEIVER, TRUSTEE, CUSTODIAN, INTERVENOR OR
LIQUIDATOR OF SUCH COMPANY OR OF ALL OR A SUBSTANTIAL PART OF ITS PROPERTY; (II)
COMMENCES OR FILES A VOLUNTARY PETITION, PROCEEDING OR CASE IN BANKRUPTCY, OR
ADMITS IN WRITING THAT IT IS UNABLE TO PAY ITS DEBTS AS THEY BECOME DUE OR
GENERALLY NOT PAY ITS DEBTS AS THEY BECOME DUE; (III) MAKES A GENERAL ASSIGNMENT
FOR THE BENEFIT OF CREDITORS; (IV) FILES A PETITION OR ANSWER SEEKING
REORGANIZATION OR AN ARRANGEMENT WITH CREDITORS OR TAKE ADVANTAGE OF ANY DEBTOR
LAWS; (V) FILES AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF OR CONSENTING
TO, OR DEFAULTS IN ANSWERING, A PETITION, PROCEEDING OR CASE FILED AGAINST IT IN
ANY BANKRUPTCY, REORGANIZATION OR INSOLVENCY PROCEEDING; OR (VI)