FOR IN SECTION 8.01(A)(I) OF THE AIR PRODUCTS
APA); (C) ENFORCE THE PERFORMANCE AND OBSERVANCE OF THE MATERIAL PROVISIONS OF
THE AIR PRODUCTS APA DOCUMENTS; (D) NOT ALTER, MODIFY OR CHANGE THE MATERIAL
TERMS OF THE AIR PRODUCTS APA DOCUMENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF
AGENT IN EACH SUCH CASE; AND (E) NOT CANCEL OR TERMINATE ANY MATERIAL AIR
PRODUCTS APA DOCUMENT EXCEPT IN ACCORDANCE WITH ITS TERMS.
10.18
UNDERLYING DOCUMENTATION.
BORROWER COVENANTS AND AGREES THAT
BORROWER WILL, AT ANY TIME A DEFAULT EXISTS AND UPON THE REQUEST THEREFOR BY
AGENT OR COLLATERAL AGENT, PROMPTLY DELIVER POSSESSION TO COLLATERAL AGENT OF
ANY OR ALL OF THE MATERIAL CONTRACTS.
10.19
FURTHER ASSURANCES.
BORROWER COVENANTS AND AGREES THAT, AT
BORROWER'S COST AND EXPENSE, UPON REQUEST OF AGENT OR COLLATERAL AGENT, BORROWER
SHALL DULY EXECUTE AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, TO
AGENT AND/OR COLLATERAL AGENT SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND DO AND
CAUSE TO BE DONE SUCH FURTHER ACTS AS MAY BE REASONABLY NECESSARY OR PROPER IN
THE OPINION OF AGENT, COLLATERAL AGENT OR ITS RESPECTIVE COUNSEL TO CARRY OUT
MORE EFFECTIVELY THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
74
10.20
POST-CLOSING MATTERS.
BORROWER SHALL SATISFY THE REQUIREMENTS SET
FORTH ON SCHEDULE 10.20 ON OR BEFORE THE DATE SPECIFIED FOR SUCH REQUIREMENTS OR
SUCH LATER DATE TO BE DETERMINED BY THE REQUIRED LENDERS.
ARTICLE XI
11.
DEFAULT
11.1
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT HEREUNDER:
(A)
BORROWER SHALL FAIL TO PAY ANY INSTALLMENT OF PRINCIPAL OR INTEREST
OR FEE OR ANY OTHER AMOUNT PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT WITHIN THREE (3) DAYS AFTER THE SAME BECOMES DUE.
(B)
BORROWER SHALL FAIL TO TIMELY PERFORM THE COVENANTS SET FORTH IN
SECTION 10.1(N), SECTION 10.2(B), SECTION 10.2(C), 10.2(F), SECTION 10.2(G),
SECTION 10.2(H), SECTION 10.3(A), SECTION 10.3(B), SECTION 10.3(C),
SECTION 10.3(D), OR SECTION 10.20.
(C)
BORROWER SHALL DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH
ANY TERM CONTAINED HEREIN (OTHER THAN THOSE REFERRED TO IN SECTIONS 11.1(A) OR
(B)) OR IN ANY OTHER LOAN DOCUMENT AND SUCH DEFAULT IS NOT REMEDIED WITHIN 30
DAYS AFTER THE EARLIER OF (I) A RESPONSIBLE OFFICER OBTAINING ACTUAL KNOWLEDGE
OF SUCH DEFAULT AND (II) BORROWER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM
ANY HOLDER OF THE NOTES (ANY SUCH WRITTEN NOTICE TO BE IDENTIFIED AS A "NOTICE
OF DEFAULT" AND TO REFER SPECIFICALLY TO THIS SECTION 11.1(C)); PROVIDED THAT,
WITH RESPECT TO ANY DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM
CONTAINED IN SECTION 10.1(C), SUCH 30 DAY CURE PERIOD SHALL BE EXTENDED FOR UP
TO AN ADDITIONAL 30 DAYS SO LONG AS ON OR BEFORE THE 30TH DAY AFTER SUCH DEFAULT
BORROWER HAS PROVIDED THE HOLDERS OF THE NOTES WITH UNAUDITED FINANCIAL
STATEMENTS OF THE TYPE REQUIRED BY SECTION 10.1(C) AND BORROWER HAS COMMENCED
AND CONTINUES TO DILIGENTLY PURSUE A CURE OF SUCH DEFAULT; PROVIDED, FURTHER,
THAT WITH RESPECT TO ANY