If any of the following events shall occur and be continuing:
104
(A)
ANY BORROWER SHALL DEFAULT IN THE PAYMENT WHEN DUE IN ACCORDANCE
WITH THE TERMS HEREOF OF ANY PRINCIPAL OF ANY LOAN OR REIMBURSEMENT OBLIGATION,
OR SHALL DEFAULT FOR FIVE OR MORE BUSINESS DAYS IN THE PAYMENT WHEN DUE OF ANY
INTEREST ON ANY LOAN OR REIMBURSEMENT OBLIGATION 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 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 PRIMARY 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 OR SECTION 5.5 OR 5.7(B) OF THE GUARANTEE AND
COLLATERAL 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, PROVIDED, THAT ANY BREACH OF SECTION 9.1 OF
THIS AGREEMENT SHALL NOT, BY ITSELF, CONSTITUTE AN EVENT OF DEFAULT PURSUANT TO
THIS CLAUSE (C) IN RESPECT OF THE TRANCHE B TERM LOAN FACILITY OR ANY OPTIONAL
TERM LOAN FACILITY UNTIL THE EARLIER OF (X) THE DATE THAT IS 45 DAYS AFTER THE
DATE THE COMPLIANCE CERTIFICATE REFLECTING SUCH BREACH IS REQUIRED TO BE
DELIVERED TO THE REVOLVING FACILITIES LENDERS (UNLESS THE MAJORITY REVOLVING
FACILITIES LENDERS WAIVE SUCH COMPLIANCE BEFORE THE END OF SUCH 45 DAY PERIOD)
AND (Y) THE DATE ON WHICH THE MAJORITY REVOLVING CREDIT FACILITIES LENDERS
REQUEST THAT THE ADMINISTRATIVE AGENT (A) DECLARE THE REVOLVING FACILITIES TO BE
TERMINATED FORTHWITH OR (B) DECLARE THE LOANS UNDER THE REVOLVING FACILITIES TO
BE DUE AND PAYABLE FORTHWITH;
(D)
PARENT OR 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 UNREMEDIED FOR A PERIOD OF 30 DAYS
AFTER NOTICE THEREOF TO THE PRIMARY BORROWER BY THE ADMINISTRATIVE AGENT OR ANY
LENDER (THROUGH THE ADMINISTRATIVE AGENT);
(E)
PARENT OR 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