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 A TRUSTEE OR AGENT ON BEHALF OF SUCH
HOLDER OR HOLDERS) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, ANY SUCH
INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY (ANY APPLICABLE GRACE
PERIOD HAVING EXPIRED).
(G)
OTHER CROSS-DEFAULTS.
THE BORROWER OR ANY OTHER CREDIT PARTY
SHALL DEFAULT IN THE PAYMENT WHEN DUE, OR IN THE PERFORMANCE OR OBSERVANCE, OF
ANY OBLIGATION OR CONDITION OF ANY MATERIAL CONTRACT UNLESS, BUT ONLY AS LONG
AS, THE EXISTENCE OF ANY SUCH DEFAULT IS BEING CONTESTED BY THE BORROWER OR ANY
SUCH SUBSIDIARY IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND ADEQUATE RESERVES
IN RESPECT THEREOF HAVE BEEN ESTABLISHED ON THE BOOKS OF THE BORROWER OR SUCH
CREDIT PARTY TO THE EXTENT REQUIRED BY GAAP.
(H)
CHANGE IN CONTROL.
ANY CHANGE IN CONTROL SHALL OCCUR.
(I)
VOLUNTARY BANKRUPTCY PROCEEDING.
THE BORROWER OR ANY CREDIT
PARTY THEREOF SHALL (I) COMMENCE A VOLUNTARY CASE UNDER THE FEDERAL BANKRUPTCY
LAWS (AS NOW OR HEREAFTER IN EFFECT), (II) FILE A PETITION SEEKING TO TAKE
ADVANTAGE OF ANY OTHER LAWS, DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, WINDING UP OR COMPOSITION FOR ADJUSTMENT OF DEBTS,
(III) CONSENT TO OR FAIL TO CONTEST IN A TIMELY AND APPROPRIATE MANNER ANY
PETITION FILED AGAINST IT IN AN INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS OR
OTHER LAWS, (IV) APPLY FOR OR CONSENT TO, OR FAIL TO CONTEST IN A TIMELY AND
APPROPRIATE MANNER, THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A
RECEIVER, CUSTODIAN, TRUSTEE, OR LIQUIDATOR OF ITSELF OR OF A SUBSTANTIAL PART
OF ITS PROPERTY, DOMESTIC OR FOREIGN, (V) ADMIT IN WRITING ITS INABILITY TO PAY
ITS DEBTS AS THEY BECOME DUE, (VI) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, OR (VII) TAKE ANY CORPORATE OR OTHER COMPANY ACTION FOR THE PURPOSE
OF AUTHORIZING ANY OF THE FOREGOING.
(J)
INVOLUNTARY BANKRUPTCY PROCEEDING.
A CASE OR OTHER PROCEEDING
SHALL BE COMMENCED AGAINST THE BORROWER OR ANY CREDIT PARTY THEREOF IN ANY COURT
OF COMPETENT JURISDICTION SEEKING (I) RELIEF UNDER THE FEDERAL BANKRUPTCY LAWS
(AS NOW OR HEREAFTER IN EFFECT) OR UNDER ANY OTHER LAWS, DOMESTIC OR FOREIGN,
RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, WINDING UP OR ADJUSTMENT OF
DEBTS, OR (II) THE APPOINTMENT OF A TRUSTEE, RECEIVER, CUSTODIAN, LIQUIDATOR OR
THE LIKE FOR THE BORROWER OR ANY CREDIT PARTY THEREOF OR FOR ALL OR ANY
SUBSTANTIAL PART OF THEIR RESPECTIVE ASSETS, DOMESTIC OR FOREIGN, AND SUCH CASE
OR PROCEEDING SHALL CONTINUE WITHOUT DISMISSAL OR STAY FOR A PERIOD OF SIXTY
(60) CONSECUTIVE DAYS, OR AN ORDER GRANTING THE RELIEF REQUESTED IN SUCH CASE OR
PROCEEDING (INCLUDING, BUT NOT LIMITED TO, AN ORDER FOR RELIEF UNDER SUCH
FEDERAL BANKRUPTCY LAWS) SHALL BE ENTERED.
(K)
FAILURE OF AGREEMENTS.
ANY PROVISION OF THIS AGREEMENT OR ANY