an Event
of Default:
(A)
NON-PAYMENT.
EITHER BORROWER OR ANY OTHER LOAN PARTY FAILS TO (I) PAY
WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN OR
ANY L/C OBLIGATION OR DEPOSIT ANY FUNDS AS CASH COLLATERAL IN RESPECT OF L/C
OBLIGATIONS, OR (II) PAY WITHIN THREE DAYS AFTER THE SAME BECOMES DUE, ANY
INTEREST ON ANY LOAN OR ON ANY L/C OBLIGATION, OR ANY FEE DUE HEREUNDER, OR
(III) PAY WITHIN FIVE DAYS AFTER THE SAME BECOMES DUE, ANY OTHER AMOUNT PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
(I) EITHER BORROWER FAILS TO PERFORM OR OBSERVE (OR
FAILS TO CAUSE ANY SUBSIDIARY THEREOF TO PERFORM AND OBSERVE) ANY TERM, COVENANT
OR AGREEMENT CONTAINED IN ANY OF SECTION 6.01, 6.02, 6.03, 6.05, 6.08, 6.10,
6.11, 6.12, 6.14, 6.17, 6.19, OR ARTICLE VII, (II) ANY OF THE GUARANTORS FAILS
TO PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN THE GUARANTY
OR (III) ANY OF THE LOAN PARTIES FAILS TO PERFORM OR OBSERVE ANY TERM, COVENANT
OR AGREEMENT CONTAINED IN THE COLLATERAL AGREEMENT OR THE RESPECTIVE MORTGAGES
TO WHICH IT IS A PARTY; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE ANY OTHER
COVENANT OR AGREEMENT (NOT SPECIFIED IN SECTION 8.01(A) OR (B) ABOVE) CONTAINED
IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH FAILURE
CONTINUES FOR 30 DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
BORROWERS OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR
MISLEADING WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
ANY LOAN PARTY OR ANY SUBSIDIARY THEREOF (A) FAILS TO MAKE ANY PAYMENT WHEN DUE
AFTER GIVING EFFECT TO ANY APPLICABLE NOTICE AND CURE PERIODS (WHETHER BY
SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN
RESPECT OF ANY INDEBTEDNESS OR GUARANTEE (OTHER THAN INDEBTEDNESS HEREUNDER AND
INDEBTEDNESS UNDER SWAP CONTRACTS) HAVING AN AGGREGATE PRINCIPAL AMOUNT
(INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO
ALL CREDITORS UNDER ANY COMBINED OR
105
SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN THE THRESHOLD AMOUNT, (B) FAILS TO
OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
INDEBTEDNESS OR GUARANTEE OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT
EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS AFTER GIVING
EFFECT TO ANY APPLICABLE NOTICE AND CURE PERIOD, THE EFFECT OF WHICH DEFAULT OR
OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
OR THE BENEFICIARY OR BENEFICIARIES OF SUCH GUARANTEE (OR A TRUSTEE OR AGENT ON
BEHALF OF SUCH HOLDER OR HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH
THE GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BE DEMANDED OR TO BECOME
DUE OR TO BE REPURCHASED, PREPAID, DEFEASED OR REDEEMED (AUTOMATICALLY OR
OTHERWISE),