MATURITY, REQUIRED PREPAYMENT, ACCELERATION,
DEMAND, OR OTHERWISE), ANY AMOUNT OF PRINCIPAL OF ANY LOAN OR ANY L/C BORROWING,
OR (II) WITHIN FIVE (5) BUSINESS DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST
OR ANY FEE PAYABLE PURSUANT TO SECTION 2.09 OR ANY OTHER AMOUNT PAYABLE
HEREUNDER OR WITH RESPECT TO ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE
ANY TERM, COVENANT OR AGREEMENT CONTAINED IN (I) ANY OF SECTION 6.03(A),
SECTION 6.05(A) (SOLELY WITH RESPECT TO THE BORROWERS) OR SECTION 6.11 OR
ARTICLE 7 (PROVIDED THAT ANY EVENT OF DEFAULT UNDER SECTION 7.11 IS SUBJECT TO
CURE AS CONTEMPLATED BY THE LAST PROVISO SET FORTH IN THE DEFINITION OF
"CONSOLIDATED EBITDA"), (II) ANY OF SECTION 6.01(E), SECTION 6.03(C) AND
SECTION 6.07 AND SUCH FAILURE CONTINUES FOR TEN (10) DAYS (PROVIDED THAT WITH
RESPECT TO SECTION 6.07, IF SUCH LOAN PARTY IS MAKING GOOD FAITH EFFORTS TO CURE
SUCH FAILURE, SUCH CURE PERIOD SHALL BE THIRTY (30) DAYS), OR (III) ANY OF
SECTION 6.10 AND SECTION 5 OF THE SECURITY AGREEMENT AND SUCH FAILURE CONTINUES
FOR FIVE (5) BUSINESS DAYS; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE ANY
OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SECTION 8.01(A) OR (B) ABOVE)
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH
FAILURE CONTINUES FOR THIRTY (30) DAYS AFTER KNOWLEDGE OF A RESPONSIBLE OFFICER
OR NOTICE THEREOF BY THE ADMINISTRATIVE AGENT TO THE BORROWERS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF ANY
BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT REQUIRED TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE
INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR, AS PROVIDED IN
SECTION 4.02, DEEMED MADE; OR
(E)
CROSS-DEFAULT.
ANY LOAN PARTY OR ANY RESTRICTED SUBSIDIARY
(I) FAILS TO MAKE ANY PAYMENT BEYOND THE APPLICABLE GRACE PERIOD WITH RESPECT
THERETO, IF ANY (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS (OTHER THAN
INDEBTEDNESS HEREUNDER AND DETERMINED, IN THE CASE OF ANY SWAP CONTRACT, BY
REFERENCE TO THE SWAP TERMINATION VALUE OF SUCH SWAP CONTRACT) HAVING AN
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF NOT LESS THAN THE THRESHOLD AMOUNT, OR
(II) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING
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TO ANY SUCH INDEBTEDNESS, OR ANY OTHER EVENT OCCURS, THE EFFECT OF WHICH DEFAULT
OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH
INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR
BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED,
SUCH INDEBTEDNESS TO BECOME DUE OR TO BE REPURCHASED, PREPAID, DEFEASED OR
REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO REPURCHASE, PREPAY,
DEFEASE OR REDEEM SUCH INDEBTEDNESS TO BE MADE, PRIOR TO ITS STATED MATURITY;
PROVIDED