evidenced by the Guarantee Agreement or
Indebtedness owed to the Borrower.
SECTION 5.13.
Forward Equity Contracts. Borrower shall not enter
into any forward equity contracts.
ARTICLE VI
DEFAULTS
SECTION 6.1.
Events of Default. An "Event of Default" shall have
occurred if one or more of the following events shall have occurred and be
continuing:
(A)
THE BORROWER SHALL FAIL TO (I) PAY WHEN DUE ANY PRINCIPAL OF ANY
LOAN, OR (II) THE BORROWER SHALL FAIL TO PAY WHEN DUE INTEREST ON ANY LOAN OR
ANY FEES OR ANY OTHER AMOUNT PAYABLE TO ADMINISTRATIVE AGENT OR THE BANKS
HEREUNDER AND THE SAME SHALL CONTINUE FOR A PERIOD OF FIVE (5) DAYS AFTER THE
SAME BECOMES DUE;
(B)
THE BORROWER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT
CONTAINED IN SECTION 5.8, SECTION 5.9, SECTION 5.10, SECTION 5.11 OR SECTION
5.12;
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(C)
THE BORROWER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR
AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE COVERED BY CLAUSE (A),
(B), (E), (F), (G), (H), (I), (L) OR (M) OF THIS SECTION 6.1) FOR 30 DAYS AFTER
WRITTEN NOTICE THEREOF HAS BEEN GIVEN TO THE BORROWER BY THE ADMINISTRATIVE
AGENT; OR IF SUCH DEFAULT IS OF SUCH A NATURE THAT IT CANNOT WITH REASONABLE
EFFORT BE COMPLETELY REMEDIED WITHIN SAID PERIOD OF THIRTY (30) DAYS SUCH
ADDITIONAL PERIOD OF TIME AS MAY BE REASONABLY NECESSARY TO CURE SAME, PROVIDED
BORROWER COMMENCES SUCH CURE WITHIN SAID THIRTY (30) DAY PERIOD AND DILIGENTLY
PROSECUTES SAME, UNTIL COMPLETION, BUT IN NO EVENT SHALL SUCH EXTENDED PERIOD
EXCEED NINETY (90) DAYS;
(D)
ANY REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT MADE BY
THE BORROWER IN THIS AGREEMENT OR IN ANY CERTIFICATE, FINANCIAL STATEMENT OR
OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT SHALL PROVE TO HAVE BEEN
INCORRECT IN ANY MATERIAL RESPECT WHEN MADE (OR DEEMED MADE) AND, WITH RESPECT
TO SUCH REPRESENTATIONS, WARRANTIES, CERTIFICATIONS OR STATEMENTS NOT KNOWN BY
THE BORROWER AT THE TIME MADE OR DEEMED MADE TO BE INCORRECT, THE DEFECT CAUSING
SUCH REPRESENTATION OR WARRANTY TO BE INCORRECT IN A MATERIAL RESPECT WHEN MADE
(OR DEEMED MADE) IS NOT REMOVED, CORRECTED OR CURED WITHIN THIRTY (30) DAYS
AFTER THE EARLIER OF WRITTEN NOTICE THEREOF FROM ADMINISTRATIVE AGENT TO
BORROWER AND THE BORROWER OTHERWISE OBTAINS KNOWLEDGE THEREOF;
(E)
THE BORROWER OR ANY SUBSIDIARY SHALL DEFAULT IN THE PAYMENT WHEN
DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR
OTHERWISE) OF ANY AMOUNT OWING IN RESPECT OF ANY RECOURSE DEBT (OTHER THAN THE
OBLIGATIONS) FOR WHICH THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNTS EXCEED
SEVENTY-FIVE MILLION DOLLARS ($75,000,000) AND SUCH DEFAULT SHALL CONTINUE
BEYOND THE GIVING OF ANY REQUIRED NOTICE AND THE EXPIRATION OF ANY APPLICABLE
GRACE PERIOD AND SUCH DEFAULT HAS NOT BEEN WAIVED, IN WRITING, BY THE HOLDER OF
ANY SUCH DEBT; OR THE BORROWER OR ANY SUBSIDIARY SHALL DEFAULT IN THE
PERFORMANCE OR OBSERVANCE OF ANY OBLIGATION OR CONDITION WITH RESPECT TO ANY
SUCH RECOURSE DEBT OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST BEYOND THE
GIVING