INCORRECT IN ANY MATERIAL RESPECT AS
OF THE DATE MADE; OR
(C)
EITHER BORROWER SHALL DEFAULT IN ANY MATERIAL RESPECT IN THE DUE
PERFORMANCE OF ANY TERM OR COVENANT OF THIS AGREEMENT OR PLEDGOR SHALL DEFAULT
IN ANY MATERIAL RESPECT IN THE DUE PERFORMANCE OF ANY TERM OR COVENANT OF THE
PLEDGE AGREEMENT (WHICH IS NOT THE SUBJECT OF ANOTHER SUBSECTION OF THIS SECTION
8) WHICH DEFAULT, IF REMEDIABLE, SHALL CONTINUE UNREMEDIED FOR A PERIOD OF
THIRTY (30) DAYS AFTER THE EARLIER OF (I) THE DAY AN OFFICER OF EITHER BORROWER
OR PLEDGOR OBTAINS ACTUAL KNOWLEDGE OF SUCH DEFAULT, AND (II) THE DAY LENDER
GIVES WRITTEN NOTICE OF SUCH DEFAULT TO THE BORROWERS (ANY SUCH WRITTEN NOTICE
TO BE IDENTIFIED AS A "NOTICE OF DEFAULT" AND TO REFER SPECIFICALLY TO THIS
PARAGRAPH (C) OF THIS SECTION 8); OR
(D)
EITHER BORROWER SHALL (I) APPLY FOR OR CONSENT TO THE APPOINTMENT
OF A RECEIVER, TRUSTEE OR LIQUIDATOR FOR ITSELF OR ANY OF ITS ASSETS OR
PROPERTIES, (II) ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY MATURE,
(III) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (IV) FILE A
VOLUNTARY PETITION IN BANKRUPTCY, OR A PETITION OR AN ANSWER SEEKING
REORGANIZATION OR AN ARRANGEMENT WITH CREDITORS OR TO TAKE ADVANTAGE OF ANY
BANKRUPTCY, REORGANIZATION, INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR
LIQUIDATION LAW OR STATUTE, OR ANY ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF
A PETITION FILED AGAINST IT IN ANY PROCEEDING UNDER ANY SUCH LAW OR ACTION SHALL
BE TAKEN BY BORROWER FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING, (V) HAVE
COMMENCED AGAINST IT ANY CASE, PROCEEDING OR OTHER ACTION OF A NATURE DESCRIBED
IN (I) THROUGH (IV) ABOVE WHICH REMAINS UNDISMISSED FOR A PERIOD OF SIXTY (60)
DAYS, (VI) BE ADJUDICATED A BANKRUPT OR INSOLVENT, INCLUDING BY ENTRY OF AN
ORDER IN ANY CASE, PROCEEDING OR OTHER ACTION OF A NATURE DESCRIBED IN (I)
THROUGH (IV) ABOVE OR (VII) TAKE OR BE SUBJECT TO ANY ACTION SIMILAR TO THOSE
SPECIFIED IN CLAUSES (I) THROUGH (VI) IN ANY JURISDICTION; OR
(E)
AN ORDER, JUDGMENT OR DECREE SHALL BE ENTERED WITH RESPECT TO
EITHER BORROWER OR ALL OR A SUBSTANTIAL PART OF THE ASSETS OF SUCH BORROWER,
APPOINTING A RECEIVER, TRUSTEE OR LIQUIDATOR OF SUCH BORROWER, OR ANY SIMILAR
ORDER, JUDGMENT OR DECREE SHALL BE ENTERED OR APPOINTMENT MADE IN ANY
JURISDICTION, AND SUCH ORDER, JUDGMENT OR DECREE OR APPOINTMENT SHALL CONTINUE
UNSTAYED AND IN EFFECT FOR A PERIOD OF SIXTY (60) DAYS; OR
(F)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY
AGGREGATING IN EXCESS OF US$25,000,000 ARE RENDERED AGAINST EITHER BORROWER AND
WHICH JUDGMENTS ARE NOT, WITHIN SIXTY (60) DAYS AFTER ENTRY THEREOF, BONDED,
DISCHARGED OR STAYED PENDING APPEAL, OR ARE NOT DISCHARGED WITHIN SIXTY (60)
DAYS AFTER THE EXPIRATION OF SUCH STAY; OR
(G)
(I) EITHER BORROWER SHALL FAIL TO PAY WHEN DUE, OR WITHIN ANY
APPLICABLE PERIOD OF GRACE, ANY PAYMENT IN RESPECT OF ANY OBLIGATION FOR
BORROWED MONEY OR OTHER INDEBTEDNESS