OR THERETO) BY PARENT OR ANY LOAN PARTY, OR ANY CERTIFICATE FURNISHED TO
ANY LENDER OR THE ADMINISTRATIVE AGENT PURSUANT TO THE PROVISIONS HEREOF OR
THEREOF, SHALL PROVE TO HAVE BEEN FALSE OR MISLEADING AS OF THE TIME MADE OR
FURNISHED IN ANY MATERIAL RESPECT, IN ANY SUCH CASE THAT COULD REASONABLY BE
EXPECTED TO (EITHER INDIVIDUALLY OR IN THE AGGREGATE) MATERIALLY ADVERSELY
AFFECT THE OPERATIONS OF ANY MATERIAL PARK OR HAVE A MATERIAL ADVERSE EFFECT;
(C)
(I) PARENT, HOLDINGS OR THE BORROWER SHALL DEFAULT IN THE
PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER (A) ANY OF SECTION 8.2(A),
SECTION 8.6 OR SECTION 9 OF THIS AGREEMENT, AND SUCH DEFAULT SHALL CONTINUE
UNREMEDIED FOR A PERIOD OF 30 DAYS OR (II) AN "EVENT OF DEFAULT" UNDER AND AS
DEFINED IN ANY MORTGAGE SHALL HAVE OCCURRED AND BE CONTINUING;
(D)
ANY LOAN PARTY SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT,
CONDITION OR AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE SPECIFIED
IN CLAUSE (A), (B) OR (C) OF THIS SECTION 10) OR ANY OTHER LOAN DOCUMENT AND
SUCH FAILURE SHALL CONTINUE
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UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE THEREOF TO THE BORROWER BY THE
ADMINISTRATIVE AGENT OR ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT);
(E)
ANY LOAN PARTY SHALL DEFAULT IN THE PAYMENT WHEN DUE OF ANY
PRINCIPAL OF OR INTEREST ON ANY OF ITS INDEBTEDNESS AGGREGATING $25,000,000 OR
MORE OR ANY LOAN PARTY SHALL DEFAULT IN THE PAYMENT WHEN DUE OF ANY AMOUNT
AGGREGATING $25,000,000 OR MORE UNDER ANY HEDGING AGREEMENT (IN EACH CASE AFTER
THE EXPIRATION OF ALL APPLICABLE GRACE PERIODS);
(F)
ANY EVENT SPECIFIED IN ANY NOTE, AGREEMENT, INDENTURE OR OTHER
DOCUMENT EVIDENCING OR RELATING TO ANY INDEBTEDNESS AGGREGATING $25,000,000 OR
MORE (OTHER THAN INDEBTEDNESS UNDER THE LOAN DOCUMENTS) OF ANY LOAN PARTY SHALL
OCCUR IF THE EFFECT OF SUCH EVENT IS TO CAUSE, OR (WITH THE GIVING OF ANY NOTICE
OR THE LAPSE OF TIME OR BOTH) TO PERMIT THE HOLDER OR HOLDERS OF SUCH
INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS) TO
CAUSE, SUCH INDEBTEDNESS TO BECOME DUE, OR TO BE PREPAID IN FULL (WHETHER BY
REDEMPTION, PURCHASE, OFFER TO PURCHASE OR OTHERWISE), PRIOR TO ITS STATED
MATURITY OR ANY EVENT SPECIFIED IN ANY HEDGING AGREEMENT SHALL OCCUR IF THE
EFFECT OF SUCH EVENT IS TO CAUSE, OR (WITH THE GIVING OF ANY NOTICE OR THE LAPSE
OF TIME OR BOTH) TO PERMIT, TERMINATION OR LIQUIDATION PAYMENT OR PAYMENTS
AGGREGATING $25,000,000 OR MORE TO BECOME DUE, PROVIDED THAT THIS CLAUSE SHALL
NOT APPLY TO SECURED INDEBTEDNESS THAT BECOMES DUE AS A RESULT OF THE VOLUNTARY
SALE OR TRANSFER OF PROPERTY SECURING SUCH INDEBTEDNESS, IF SUCH SALE OR
TRANSFER IS PERMITTED HEREUNDER AND UNDER THE DOCUMENTS PROVIDING FOR SUCH
INDEBTEDNESS; PROVIDED FURTHER THAT SUCH FAILURE IS UNREMEDIED AND IS NOT WAIVED
BY THE HOLDERS OF SUCH INDEBTEDNESS;
(G)
A PROCEEDING OR CASE SHALL BE COMMENCED, WITHOUT THE APPLICATION OR
CONSENT OF PARENT, HOLDINGS, THE BORROWER OR ANY