HEREUNDER WITHIN TWO BUSINESS DAYS
OF WHEN DUE, WHETHER UPON DEMAND OR OTHERWISE;
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY ANY OBLIGOR IN
THIS AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS OR ANY CERTIFICATE
FURNISHED BY ANY OBLIGOR AT ANY TIME TO THE AGENT OR ANY LENDER HEREUNDER OR
THEREUNDER SHALL PROVE TO BE UNTRUE IN ANY MATERIAL RESPECT AS OF THE DATE ON
WHICH MADE, DEEMED MADE, OR FURNISHED;
(C)
ANY DEFAULT SHALL OCCUR IN
(I)
THE OBSERVANCE OR PERFORMANCE OF ANY OF THE COVENANTS AND
AGREEMENTS CONTAINED IN PARAGRAPHS (4) OF SCHEDULE 3.1-A, SECTION 4.1,
SECTION 7.3(A), SECTION 9.1 (BUT ONLY INSOFAR AS IT REQUIRES THE PRESERVATION OF
THE EXISTENCE OF THE BORROWERS), SECTION 9.8, SECTION 9.9, SECTION 9.11,
SECTION 9.12, SECTION 9.13, SECTION 9.14 AND SECTION 9.15;
(II)
THE OBSERVANCE OR PERFORMANCE OF ANY OF THE COVENANTS AND
AGREEMENTS CONTAINED IN THIS AGREEMENT, OTHER THAN AS REFERENCED IN
SECTION 11.1(A) OR SECTION 11.1(C)(I), OR ANY OTHER LOAN DOCUMENTS, AND SUCH
DEFAULT SHALL CONTINUE FOR A PERIOD OF THIRTY (30) DAYS AFTER RECEIPT BY THE
GENERAL PARTNER OF WRITTEN NOTICE FROM THE AGENT; PROVIDED THAT IF SUCH BREACH
IS NOT CAPABLE OF CURE WITHIN SUCH THIRTY (30) DAY PERIOD, SUCH PERIOD SHALL BE
EXTENDED FOR A REASONABLE PERIOD OF TIME TO PERMIT SUCH CURE SO LONG AS THE
RELEVANT PERSON HAS PROMPTLY COMMENCED AND IS DILIGENTLY PURSUING SUCH CURE;
PROVIDED THAT, OTHER THAN IN THE CASE OF CURES INVOLVING MAINTENANCE AND REPAIR
OF REAL ESTATE AND IMPROVEMENTS, SUCH EXTENDED PERIOD SHALL NOT EXCEED AN
ADDITIONAL SIXTY (60) DAYS; OR
(III)
THE OBSERVANCE OR PERFORMANCE OF ANY OF THE COVENANTS AND
AGREEMENTS CONTAINED IN PARAGRAPH (3) OF SCHEDULE 3.1-A AND SUCH DEFAULT SHALL
CONTINUE FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER THE PAYMENT DATE (AS SUCH
TERM IS USED IN SUCH PARAGRAPH (3));
(D)
ANY DEFAULT SHALL OCCUR WITH RESPECT TO ANY POST-PETITION DEBT OF ANY
OBLIGOR OR ANY DEBT OF THE NON-DEBTOR GUARANTOR (IN EACH CASE, OTHER THAN THE
OBLIGATIONS) IN AN OUTSTANDING PRINCIPAL AMOUNT WHICH EXCEEDS $50,000,000, OR
UNDER ANY AGREEMENT OR INSTRUMENT UNDER OR PURSUANT TO WHICH ANY SUCH DEBT MAY
HAVE BEEN ISSUED, CREATED, ASSUMED,
73
OR GUARANTEED BY ANY OBLIGOR, AND SUCH DEFAULT SHALL CONTINUE FOR MORE THAN THE
PERIOD OF ANY GRACE, WAIVER, CURE OR FORBEARANCE, IF ANY, IF THE EFFECT THEREOF
(AFTER TAKING INTO ACCOUNT THE GIVING OF NOTICE OR AFTER THE LAPSE OF ANY
REQUIRED TIME PERIOD OR BOTH) IS TO ACCELERATE, OR TO PERMIT THE HOLDERS OF ANY
SUCH POST-PETITION DEBT TO ACCELERATE, THE MATURITY OF ANY SUCH POST-PETITION
DEBT, OR ANY SUCH POST-PETITION DEBT SHALL BE DECLARED DUE AND PAYABLE OR BE
REQUIRED TO BE PREPAID (OTHER THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT)
PRIOR TO THE STATED MATURITY THEREOF;
(E)
ANY LOAN DOCUMENT, INCLUDING ANY GUARANTY OF THE OBLIGATIONS, SHALL BE
(I) TERMINATED OTHER THAN IN ACCORDANCE WITH ITS TERMS, (II) REVOKED BY AN
OBLIGOR, (III) DECLARED VOID, INVALID, OR