THEREOF AND (II) THE DATE UPON WHICH ANY ADMINISTRATIVE AGENT OR ANY LENDER
GIVES NOTICE TO THE COMPANY THEREOF; OR
(E)
THE COMPANY OR ANY OF ITS SUBSIDIARIES SHALL (I) DEFAULT IN ANY PAYMENT OF
PRINCIPAL OF OR INTEREST ON ANY INDEBTEDNESS (OTHER THAN THE LOANS) OR IN THE
PAYMENT OF ANY GUARANTEE OBLIGATION OR IN ANY NET PAYMENT UNDER ANY INTEREST
RATE PROTECTION AGREEMENT, FOREIGN CURRENCY EXCHANGE AGREEMENT, COMMODITY PRICE
PROTECTION AGREEMENT OR OTHER INTEREST RATE OR CURRENCY EXCHANGE OR COMMODITY
PRICE ARRANGEMENT (COLLECTIVELY "HEDGING OBLIGATIONS"), BEYOND THE PERIOD OF
GRACE (NOT TO EXCEED 60 DAYS), IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT
UNDER WHICH SUCH INDEBTEDNESS, GUARANTEE OBLIGATION OR HEDGING OBLIGATION WAS
CREATED; OR (II) DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT
OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS, GUARANTEE OBLIGATION OR HEDGING
OBLIGATION OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING THERETO, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST, THE EFFECT
OF WHICH DEFAULT OR OTHER EVENT OR CONDITION IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR HEDGING OBLIGATION OR BENEFICIARY OR
BENEFICIARIES OF SUCH GUARANTEE OBLIGATION (OR A TRUSTEE OR AGENT ON BEHALF OF
SUCH HOLDER OR HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE
GIVING OF NOTICE OR THE PASSAGE OF TIME IF REQUIRED, SUCH INDEBTEDNESS OR
HEDGING OBLIGATION TO BECOME DUE PRIOR TO ITS STATED MATURITY OR SUCH GUARANTEE
OBLIGATION TO BECOME PAYABLE; PROVIDED, HOWEVER, THAT NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST UNDER THIS PARAGRAPH UNLESS THE AGGREGATE AMOUNT OF
INDEBTEDNESS, GUARANTEE OBLIGATIONS AND/OR HEDGING OBLIGATIONS IN RESPECT OF
WHICH ANY DEFAULT OR OTHER EVENT OR CONDITION REFERRED TO IN THIS PARAGRAPH
SHALL HAVE OCCURRED SHALL BE EQUAL TO AT LEAST $30,000,000; OR
(F)
(I) ANY BORROWER OR ANY MATERIAL SUBSIDIARY SHALL COMMENCE ANY CASE,
PROCEEDING OR OTHER ACTION (A) UNDER ANY EXISTING OR FUTURE LAW OF ANY
JURISDICTION,
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DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR RELIEF ENTERED WITH RESPECT TO
IT, OR SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP, LIQUIDATION, DISSOLUTION,
COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS DEBTS, OR (B) SEEKING
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR OR OTHER SIMILAR
OFFICIAL FOR IT OR FOR ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS, OR ANY
BORROWER OR ANY MATERIAL SUBSIDIARY SHALL MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF ITS CREDITORS; OR (II) THERE SHALL BE COMMENCED AGAINST ANY BORROWER
OR ANY MATERIAL SUBSIDIARY ANY CASE, PROCEEDING OR OTHER ACTION OF A NATURE
REFERRED TO IN CLAUSE (I) ABOVE WHICH (A) RESULTS IN THE ENTRY OF AN ORDER FOR
RELIEF OR ANY SUCH ADJUDICATION OR APPOINTMENT OR (B) REMAINS UNDISMISSED,
UNDISCHARGED OR UNBONDED FOR A PERIOD OF 60 DAYS; OR (III) THERE SHALL BE
COMMENCED AGAINST ANY BORROWER OR ANY MATERIAL SUBSIDIARY ANY CASE, PROCEEDING
OR OTHER ACTION SEEKING ISSUANCE