ANY COVENANT CONTAINED IN
SECTION 6.02 (CERTIFICATES; OTHER INFORMATION) (OTHER THAN THE PROVISO IN THE
FIRST SENTENCE OF THE PENULTIMATE PARAGRAPH THEREOF) AND SUCH FAILURE CONTINUES
FOR FIVE (5) BUSINESS DAYS AFTER NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT;
OR
(C)
OTHER DEFAULTS.
ANY BORROWER FAILS TO PERFORM OR OBSERVE ANY
OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION (A) OR (B) ABOVE)
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH
FAILURE CONTINUES FOR 30 DAYS AFTER NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT
TO THE BORROWERS (WHICH NOTICE MAY BE GIVEN AT THE OPTION OF THE ADMINISTRATIVE
AGENT, AND WILL BE GIVEN AT THE REQUEST OF THE REQUIRED LENDERS); OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION OR WARRANTY
MADE OR DEEMED MADE BY OR ON BEHALF OF ANY BORROWER IN OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AMENDMENT OR MODIFICATION
HEREOF OR THEREOF OR WAIVER HEREUNDER OR THEREUNDER, OR IN ANY REPORT,
CERTIFICATE, FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED PURSUANT TO OR IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AMENDMENT OR
MODIFICATION HEREOF OR THEREOF OR WAIVER HEREUNDER OR THEREUNDER, SHALL, AFTER
TAKING INTO ACCOUNT ANY MATERIALITY OR OTHER QUALIFICATION CONTAINED THEREIN,
PROVE TO HAVE BEEN INCORRECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
ANY BORROWER (I) FAILS TO MAKE ANY PAYMENT
(WHETHER OF PRINCIPAL OR INTEREST AND REGARDLESS OF AMOUNT) IN RESPECT OF ANY
MATERIAL INDEBTEDNESS, WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE (WITH
ALL APPLICABLE GRACE PERIODS HAVING EXPIRED), OR (II) ANY EVENT OR CONDITION
OCCURS THAT RESULTS IN ANY MATERIAL INDEBTEDNESS BECOMING DUE PRIOR TO ITS
SCHEDULED MATURITY OR THAT ENABLES OR PERMITS (WITH OR WITHOUT THE GIVING OF
NOTICE, THE LAPSE OF TIME OR BOTH, BUT AFTER ALL APPLICABLE GRACE PERIODS HAVE
EXPIRED) THE HOLDER OR HOLDERS OF ANY MATERIAL INDEBTEDNESS OR ANY TRUSTEE OR
AGENT ON ITS OR THEIR BEHALF TO CAUSE ANY MATERIAL INDEBTEDNESS TO BECOME DUE,
OR TO REQUIRE THE PREPAYMENT, REPURCHASE, REDEMPTION OR DEFEASANCE THEREOF,
PRIOR TO ITS SCHEDULED MATURITY; PROVIDED THAT THIS SECTION 8.01(E)(II) SHALL
NOT APPLY TO SECURED INDEBTEDNESS THAT BECOMES DUE AS A RESULT OF THE VOLUNTARY
SALE OR TRANSFER OF THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS; OR
(F)
INSOLVENCY PROCEEDINGS, ETC.
(I) ANY BORROWER OR ANY SUBSIDIARY
(A) VOLUNTARILY COMMENCES ANY PROCEEDING OR FILES ANY PETITION SEEKING
LIQUIDATION, REORGANIZATION OR OTHER RELIEF UNDER ANY FEDERAL, STATE OR FOREIGN
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW NOW OR HEREAFTER IN EFFECT,
(B) CONSENTS TO THE INSTITUTION OF, OR FAILS TO CONTEST IN A TIMELY AND
APPROPRIATE MANNER, ANY
64
PROCEEDING OR PETITION DESCRIBED IN SUB-PART (II) OF THIS SECTION 8.01(F), (C)
APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN,
SEQUESTRATOR, CONSERVATOR OR SIMILAR OFFICIAL FOR ANY BORROWER OR ANY SUBSIDIARY
OR FOR A SUBSTANTIAL PART OF ITS ASSETS, (D) FILES AN ANSWER ADMITTING THE
MATERIAL ALLEGATIONS OF A PETITION FILED AGAINST IT IN ANY