LOAN OR ANY FEE OR ANY OTHER
AMOUNT PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WITHIN THREE
(3) BUSINESS DAYS AFTER IT SHALL BECOME DUE AND PAYABLE;
(B)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY OR ON BEHALF OF ANY LOAN PARTY HEREIN OR IN ANY OTHER LOAN
DOCUMENT OR ANY AMENDMENT OR MODIFICATION THEREOF OR WAIVER THEREUNDER, OR IN
ANY REPORT, BORROWING BASE CERTIFICATE OR OTHER CERTIFICATE, FINANCIAL STATEMENT
OR OTHER DOCUMENT FURNISHED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR
ANY LOAN DOCUMENT, SHALL PROVE TO HAVE BEEN MATERIALLY INCORRECT WHEN MADE OR
DEEMED MADE;
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(C)
ANY LOAN PARTY SHALL FAIL TO OBSERVE OR
PERFORM ANY COVENANT, CONDITION OR AGREEMENT CONTAINED (I) IN ARTICLE VI,
(II) IN SECTION 5.01(H) (AFTER A ONE (1) BUSINESS DAY GRACE PERIOD), (III) IN
ANY OF SECTION 2.21, 5.02(A) OR 5.03 (BUT ONLY WITH RESPECT TO HOLDINGS' OR THE
COMPANY'S EXISTENCE) (PROVIDED THAT IF (A) ANY SUCH DEFAULT DESCRIBED IN THIS
CLAUSE (III) IS OF A TYPE THAT CAN BE CURED WITHIN FIVE (5) BUSINESS DAYS AND
(B) SUCH DEFAULT COULD NOT MATERIALLY ADVERSELY IMPACT THE LENDER'S LIENS ON THE
COLLATERAL, SUCH DEFAULT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT FOR FIVE
(5) BUSINESS DAYS AFTER THE OCCURRENCE OF SUCH DEFAULT SO LONG AS THE LOAN
PARTIES ARE DILIGENTLY PURSUING THE CURE OF SUCH DEFAULT) OR (IV) IN ANY OF
SECTION 5.06(B), 5.09, 5.10 OR 5.14;
(D)
ANY LOAN PARTY SHALL FAIL TO OBSERVE OR
PERFORM ANY COVENANT, CONDITION OR AGREEMENT CONTAINED IN ANY LOAN DOCUMENT
(OTHER THAN THOSE SPECIFIED IN CLAUSES (A) AND (C) ABOVE) AND SUCH DEFAULT SHALL
CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE THEREOF TO THE BORROWER
AGENT FROM THE AGENT, THE REQUIRED LENDERS OR, AFTER DISCHARGE OF REVOLVING
FACILITY OBLIGATIONS, THE REQUIRED INCREMENTAL TERM LOAN LENDERS;
(E)
(I) ANY LOAN PARTY SHALL FAIL TO MAKE ANY
PAYMENT BEYOND THE APPLICABLE GRACE PERIOD (WHETHER BY SCHEDULED MATURITY,
REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE) WITH RESPECT TO ANY
MATERIAL INDEBTEDNESS, OR (II) ANY EVENT OR CONDITION OCCURS (OTHER THAN WITH
RESPECT TO MATERIAL INDEBTEDNESS CONSTITUTING DERIVATIVE TRANSACTIONS,
TERMINATION EVENTS OR EQUIVALENT EVENTS PURSUANT TO THE TERMS OF THE RELATED
SWAP AGREEMENTS IN ACCORDANCE WITH THE TERMS THEREOF AND NOT AS A RESULT OF ANY
DEFAULT THEREUNDER BY ANY LOAN PARTY) THAT RESULTS IN ANY MATERIAL INDEBTEDNESS
BECOMING DUE PRIOR TO ITS SCHEDULED MATURITY OR THAT ENABLES OR PERMITS (WITH
THE GIVING OF NOTICE, IF REQUIRED) THE HOLDER OR HOLDERS OF ANY SUCH MATERIAL
INDEBTEDNESS OR ANY TRUSTEE OR AGENT ON ITS OR THEIR BEHALF TO CAUSE ANY SUCH
MATERIAL INDEBTEDNESS TO BECOME DUE, OR TO REQUIRE THE PREPAYMENT, REPURCHASE,
REDEMPTION OR DEFEASANCE THEREOF, PRIOR TO ITS SCHEDULED MATURITY; PROVIDED THAT
THIS PARAGRAPH (E) SHALL NOT APPLY TO SECURED INDEBTEDNESS THAT BECOMES DUE AS A
RESULT OF THE VOLUNTARY SALE OR TRANSFER OF THE PROPERTY OR ASSETS SECURING SUCH
INDEBTEDNESS IF SUCH SALE OR TRANSFER IS PERMITTED HEREUNDER AND UNDER THE