BECOMES DUE, ANY OTHER AMOUNT PAYABLE HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT; OR
(B)
SPECIFIC COVENANTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE
ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.05 (WITH RESPECT
TO THE PARENT OR ANY BORROWER), 6.10 OR 6.11 OR ARTICLE VII; 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 30 DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
PARENT OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR
MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) THE PARENT OR ANY OF ITS SUBSIDIARIES (A)
FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS
(OTHER THAN INDEBTEDNESS HEREUNDER) HAVING AN AGGREGATE PRINCIPAL AMOUNT
(INCLUDING UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO
ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN
THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR
CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR CONTAINED IN ANY INSTRUMENT OR
AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, 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) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS
TO BE DEMANDED OR 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 OR
CASH COLLATERAL IN RESPECT THEREOF TO BE DEMANDED, PROVIDED THAT THIS CLAUSE (B)
SHALL NOT APPLY TO INDEBTEDNESS THAT BECOMES DUE AS A RESULT OF THE SALE,
TRANSFER OR OTHER DISPOSITION (INCLUDING AS A RESULT OF A CASUALTY OR
CONDEMNATION EVENT) OF ANY PROPERTY OR ASSETS PURSUANT TO THE TERMS OF SUCH
INDEBTEDNESS TO THE EXTENT THAT (X) SUCH SALE, TRANSFER OR OTHER DISPOSITION
DOES NOT GIVE RISE TO A DEFAULT THEREUNDER AND (Y) THE PAYMENT OF SUCH
INDEBTEDNESS IS MADE IN ACCORDANCE WITH THE TERMS OF SUCH INDEBTEDNESS WITH THE
PROCEEDS OF SUCH SALE, TRANSFER OR OTHER DISPOSITION; OR (II) THERE OCCURS UNDER
ANY SWAP CONTRACT AN EARLY TERMINATION DATE (AS DEFINED IN SUCH SWAP CONTRACT)
RESULTING FROM (A) ANY EVENT OF DEFAULT UNDER SUCH SWAP CONTRACT AS TO WHICH THE
PARENT OR ANY SUBSIDIARY IS THE DEFAULTING PARTY (AS DEFINED IN SUCH SWAP
CONTRACT) OR (B) ANY TERMINATION EVENT (AS SO DEFINED) UNDER SUCH SWAP CONTRACT
AS TO WHICH