outstanding consolidated Indebtedness of Parent and its Subsidiaries (determined
in accordance with GAAP).
SECTION 8.
EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(A)
THE BORROWER SHALL DEFAULT IN THE PAYMENT WHEN DUE IN ACCORDANCE WITH THE
TERMS HEREOF OF ANY PRINCIPAL OF ANY LOAN, OR SHALL DEFAULT FOR FIVE OR MORE
BUSINESS DAYS IN THE PAYMENT WHEN DUE OF ANY INTEREST ON ANY LOAN OR ANY FEE OR
ANY OTHER AMOUNT PAYABLE BY IT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT;
(B)
ANY REPRESENTATION, WARRANTY OR CERTIFICATION MADE OR DEEMED MADE HEREIN
OR IN ANY OTHER LOAN DOCUMENT (OR IN ANY MODIFICATION OR SUPPLEMENT HERETO 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
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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 ANY OF SECTION 6.2(A), SECTION 6.6 OR SECTION 7 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 8) OR ANY OTHER LOAN DOCUMENT AND SUCH FAILURE SHALL
CONTINUE 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 $28,750,000 OR MORE OR ANY
LOAN PARTY SHALL DEFAULT IN THE PAYMENT WHEN DUE OF ANY AMOUNT AGGREGATING
$28,750,000 OR MORE UNDER ANY HEDGING AGREEMENT (IN EACH CASE AFTER THE
EXPIRATION OF ALL APPLICABLE GRACE PERIODS);
(F)
(I) ANY EVENT SPECIFIED IN ANY NOTE, AGREEMENT, INDENTURE OR OTHER
DOCUMENT EVIDENCING OR RELATING TO ANY INDEBTEDNESS (OTHER THAN THE FIRST LIEN
OBLIGATIONS AND THE INDEBTEDNESS UNDER THE LOAN DOCUMENTS) AGGREGATING
$28,750,000 OR MORE 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