THAN THE LOANS) OR ANY CONTINGENT
OBLIGATIONS OR (2) BREACH OR DEFAULT OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION OR EVENT, WITH RESPECT TO ANY
INDEBTEDNESS (OTHER THAN THE LOANS) OR ANY CONTINGENT OBLIGATIONS, IN EACH CASE,
IF THE EFFECT OF SUCH FAILURE TO PAY, BREACH, DEFAULT OR OCCURRENCE IS TO CAUSE
OR TO PERMIT THE HOLDER OR HOLDERS THEN TO CAUSE, INDEBTEDNESS AND/OR CONTINGENT
OBLIGATIONS HAVING A PRINCIPAL AMOUNT IN EXCESS OF $2,500,000 INDIVIDUALLY OR IN
EXCESS OF $5,000,000 IN THE AGGREGATE TO BECOME OR BE DECLARED DUE PRIOR TO
THEIR STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF ANY CREDIT PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN (1) THE SUNTRUST FEE
LETTER OR (2) THAT PORTION OF SECTION 2.2 RELATING TO THE CREDIT PARTIES'
OBLIGATION TO MAINTAIN INSURANCE, SECTION 2.3, SECTION 2.4, SECTION 3 OR
SECTION 4; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION, WARRANTY, CERTIFICATION
OR OTHER STATEMENT MADE BY ANY CREDIT PARTY IN ANY LOAN DOCUMENT OR IN ANY
STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN WRITING PURSUANT OR
IN CONNECTION WITH ANY LOAN DOCUMENT IS
54
FALSE IN ANY MATERIAL RESPECT (WITHOUT DUPLICATION OF MATERIALITY QUALIFIERS
CONTAINED THEREIN) ON THE DATE MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS.
ANY CREDIT PARTY DEFAULTS IN
THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED IN THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS (OTHER THAN OCCURRENCES DESCRIBED IN OTHER PROVISIONS
OF THIS SECTION 6.1 FOR WHICH A DIFFERENT GRACE OR CURE PERIOD IS SPECIFIED, OR
FOR WHICH NO CURE PERIOD IS SPECIFIED AND WHICH CONSTITUTE IMMEDIATE EVENTS OF
DEFAULT) AND SUCH DEFAULT IS NOT REMEDIED OR WAIVED WITHIN THIRTY (30) DAYS
AFTER THE EARLIER OF (1) RECEIPT BY BORROWER OF NOTICE FROM EITHER
CO-ADMINISTRATIVE AGENT OR REQUISITE LENDERS OF SUCH DEFAULT OR (2) ACTUAL
KNOWLEDGE OF A RESPONSIBLE OFFICER OF HOLDINGS OR BORROWER OF SUCH DEFAULT; OR
(F)
INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.
(1) A
COURT ENTERS A DECREE OR ORDER FOR RELIEF WITH RESPECT TO ANY CREDIT PARTY IN AN
INVOLUNTARY CASE UNDER THE BANKRUPTCY CODE, WHICH DECREE OR ORDER IS NOT STAYED
OR OTHER SIMILAR RELIEF IS NOT GRANTED UNDER ANY APPLICABLE FEDERAL OR STATE
LAW; OR (2) THE CONTINUANCE OF ANY OF THE FOLLOWING EVENTS FOR SIXTY (60) DAYS
UNLESS DISMISSED, BONDED OR DISCHARGED:
(A) AN INVOLUNTARY CASE IS COMMENCED
AGAINST ANY CREDIT PARTY, UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER
SIMILAR LAW NOW OR HEREAFTER IN EFFECT; OR (B) A DECREE OR ORDER OF A COURT FOR
THE APPOINTMENT OF A RECEIVER, LIQUIDATOR, SEQUESTRATOR, TRUSTEE, CUSTODIAN OR
OTHER OFFICER HAVING SIMILAR POWERS OVER ANY CREDIT PARTY, OR OVER ALL OR A
SUBSTANTIAL PART OF ITS PROPERTY, IS ENTERED; OR (C) A RECEIVER, TRUSTEE OR
OTHER CUSTODIAN IS APPOINTED WITHOUT THE CONSENT OF A CREDIT PARTY, FOR ALL OR A
SUBSTANTIAL PART OF THE PROPERTY OF THE CREDIT PARTY; OR (D) AN ORDER,