LOANS OR INTEREST IN RESPECT THEREOF WHEN DUE AND PAYABLE, OR (II) FAIL TO MAKE
ANY PAYMENT OF ANY OTHER OBLIGATIONS NOT COVERED IN CLAUSE (I) ABOVE WITHIN
THREE (3) BUSINESS DAYS OF THE DATE WHEN DUE AND PAYABLE.
(B)
ANY BORROWER FAILS OR NEGLECTS TO PERFORM, KEEP OR OBSERVE ANY OF
THE PROVISIONS OF SECTIONS 1.2, 1.3, 4.1 OR ARTICLE 6, OR ANY OF THE PROVISIONS
SET FORTH IN ANNEXES B, D OR E.
(C)
ANY BORROWER SHALL DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE
WITH ANY TERM CONTAINED HEREIN OR ANY OF THE OTHER LOAN DOCUMENTS, OTHER THAN
ANY SUCH TERM REFERRED TO IN ANY OTHER SECTION OF THIS SECTION 8.1, AND SUCH
DEFAULT SHALL NOT HAVE BEEN REMEDIED OR WAIVED WITHIN FIFTEEN (15) DAYS AFTER
THE EARLIER OF (I) ANY RESPONSIBLE OFFICER OF ANY BORROWER BECOMING ACTUALLY
AWARE OF SUCH DEFAULT, AND (II) RECEIPT BY THE BORROWERS OF NOTICE FROM
ADMINISTRATIVE AGENT OR ANY LENDER OF SUCH DEFAULT.
(D)
EXCEPT FOR DEFAULTS RESULTING DIRECTLY FROM THE COMMENCEMENT OF
THE CASES AND DEFAULTS RESULTING FROM OBLIGATIONS (OTHER THAN THE OBLIGATIONS)
WITH RESPECT TO WHICH THE BANKRUPTCY CODE PROHIBITS ANY BORROWER FROM COMPLYING
OR PERMITS A BORROWER
37
NOT TO COMPLY, OR ARISING AS A RESULT OF AN ABANDONMENT OR REJECTION OF PROPERTY
IN ACCORDANCE WITH THE BANKRUPTCY CODE AND EXCEPT FOR ANY DEFAULT THE EXISTENCE
OF WHICH IS DISPUTED IN GOOD FAITH BY SUCH BORROWER; A DEFAULT OR BREACH OCCURS
UNDER (Y) THE FIRST DATA AGREEMENT AND FIRST DATA EXERCISES ANY SUCH MATERIAL
REMEDIES, AGAINST ANY BORROWER IN CONNECTION THEREWITH (INCLUDING, WITHOUT
LIMITATION, CEASING TO PROCESS CREDIT CARD CHARGES), OR (Z) ANY OTHER AGREEMENT,
DOCUMENT OR INSTRUMENT TO WHICH ANY BORROWER IS A PARTY THAT IS NOT CURED WITHIN
ANY APPLICABLE GRACE PERIOD THEREFOR, AND SUCH DEFAULT OR BREACH (I) INVOLVES
THE FAILURE TO MAKE ANY PAYMENT WHEN DUE IN RESPECT OF ANY POSTPETITION
INDEBTEDNESS OR GUARANTEED INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) OF ANY
BORROWER IN EXCESS OF $4,000,000 IN THE AGGREGATE (INCLUDING AMOUNTS OWING TO
ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENTS), OR
(II) CAUSES, OR PERMITS ANY HOLDER OF SUCH INDEBTEDNESS OR GUARANTEED
INDEBTEDNESS OR A TRUSTEE TO CAUSE, POSTPETITION INDEBTEDNESS OR GUARANTEED
INDEBTEDNESS OR A PORTION THEREOF IN EXCESS OF $4,000,000 IN THE AGGREGATE TO
BECOME DUE PRIOR TO ITS STATED MATURITY OR PRIOR TO ITS REGULARLY SCHEDULED
DATES OF PAYMENT, OR CASH COLLATERAL TO BE DEMANDED IN RESPECT THEREOF, IN EACH
CASE, REGARDLESS OF WHETHER SUCH DEFAULT IS WAIVED, OR SUCH RIGHT IS EXERCISED,
BY SUCH HOLDER OR TRUSTEE.
(E)
ANY REPRESENTATION OR WARRANTY HEREIN OR IN ANY LOAN DOCUMENT OR
IN ANY WRITTEN STATEMENT, REPORT, FINANCIAL STATEMENT OR CERTIFICATE MADE OR
DELIVERED TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY ANY BORROWER IS UNTRUE OR
INCORRECT IN ANY MATERIAL RESPECT (OR, TO THE EXTENT ANY REPRESENTATION OR
WARRANTY IS QUALIFIED BY MATERIALITY, MATERIAL ADVERSE EFFECT OR WORDS OF LIKE
IMPORT, SUCH REPRESENTATION OR WARRANTY IS UNTRUE AND INCORRECT IN ANY