ASSETS AND PROPERTIES
AFTER (A) THE PAYMENT BY EACH SUCH SUBSIDIARY OF ITS DEBT SERVICE AND OPERATING
EXPENSES FOR SUCH QUARTER AND (B) THE ESTABLISHMENT OF REASONABLE RESERVES FOR
THE PAYMENT OF OPERATING EXPENSES NOT PAID ON AT LEAST A QUARTERLY BASIS AND
CAPITAL IMPROVEMENTS TO BE MADE TO SUCH SUBSIDIARY'S ASSETS AND PROPERTIES
APPROVED BY SUCH SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH
ITS PAST PRACTICES, (C) FUNDING OF RESERVES REQUIRED BY THE TERMS OF ANY DEED OF
TRUST, MORTGAGE OR SIMILAR LIEN ENCUMBERING PROPERTY OF THE SUBSIDIARY;
(D) PAYMENT OR
52
ESTABLISHMENT OF RESERVES FOR PAYMENT TO MINORITY EQUITY INTEREST HOLDERS OF
AMOUNTS REQUIRED TO BE PAID IN RESPECT OF SUCH EQUITY INTEREST.
6.27
MORE RESTRICTIVE
AGREEMENTS.
SHOULD BORROWER, WHILE THIS AGREEMENT IS IN EFFECT OR ANY NOTE
REMAINS UNPAID OR ANY LETTER OF CREDIT REMAINS OUTSTANDING, ENTER INTO,
REFINANCE OR MODIFY ANY AGREEMENTS PERTAINING TO ANY EXISTING OR FUTURE
INDEBTEDNESS OR ISSUANCE OF CAPITAL STOCK WHICH AGREEMENTS OR DOCUMENTS INCLUDE
COVENANTS (WHETHER AFFIRMATIVE OR NEGATIVE), WARRANTIES, REPRESENTATIONS, OR
DEFAULTS OR EVENTS OF DEFAULT (OR ANY OTHER PROVISION WHICH MAY HAVE THE
PRACTICAL EFFECT OF ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY
"PUT" OR MANDATORY PREPAYMENT OF SUCH DEBT) OTHER THAN THOSE SET FORTH HEREIN OR
IN ANY OF THE OTHER LOAN DOCUMENTS, BORROWER SHALL PROMPTLY SO NOTIFY THE
ADMINISTRATIVE AGENT AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS, BORROWER, THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS
SHALL PROMPTLY AMEND THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO INCORPORATE
SOME OR ALL OF SUCH PROVISIONS AS DETERMINED BY THE REQUIRED LENDERS IN THEIR
SOLE DISCRETION; PROVIDED, HOWEVER, THAT ANY SUCH AMENDMENT SHALL PROVIDE THAT,
UPON CANCELLATION OR TERMINATION OF THE LOAN AGREEMENT, CREDIT AGREEMENT, OR
OTHER INSTRUMENT PERTAINING TO SUCH OTHER INDEBTEDNESS OR ISSUANCE OF CAPITAL
STOCK (OTHER THAN BY REASON OF AN EVENT OF DEFAULT THEREUNDER), SO LONG AS NO
DEFAULT OR UNMATURED DEFAULT IS IN EXISTENCE, SUCH AMENDMENT ALSO SHALL
TERMINATE AND THE PROVISIONS OF THIS AGREEMENT AFFECTED BY SUCH AMENDMENT SHALL
REVERT TO THE TERMS THEREOF AS IN EFFECT PRIOR TO GIVING EFFECT TO SUCH
AMENDMENT.
ARTICLE VII
DEFAULTS
The occurrence of any one or more of the following events shall constitute a
Default:
7.1
NONPAYMENT OF ANY PRINCIPAL PAYMENT ON ANY NOTE WHEN DUE.
7.2
NONPAYMENT OF INTEREST UPON ANY NOTE OR OF ANY FACILITY FEE OR OTHER
PAYMENT OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS WITHIN FIVE (5) BUSINESS
DAYS AFTER THE SAME BECOMES DUE.
7.3
THE BREACH OF ANY OF THE TERMS OR PROVISIONS OF ARTICLE VI.
7.4
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF
OF THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE LENDERS OR THE ADMINISTRATIVE
AGENT UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY LOAN, OR ANY MATERIAL
CERTIFICATE OR INFORMATION DELIVERED IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL BE MATERIALLY FALSE ON THE DATE AS OF WHICH MADE.
7.5
THE BREACH