AGREEMENT; OR
(D)
A BORROWER SHALL DEFAULT IN THE OBSERVANCE
OR PERFORMANCE OF ANY OTHER AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN AS
PROVIDED IN SUBSECTIONS (A) THROUGH (C) ABOVE) OR ANY OTHER LOAN DOCUMENT, AND
SUCH DEFAULT SHALL CONTINUE UNREMEDIED (IF IT IS CAPABLE OF BEING REMEDIED IN
SUCH PERIOD) FOR A PERIOD OF THIRTY (30) DAYS WITH RESPECT TO SECTIONS 5.3, 5.4
OR 5.8 OF THIS AGREEMENT AND FIVE (5) BUSINESS DAYS WITH RESPECT TO ALL OTHER
APPLICABLE PROVISIONS; OR
(E)
A BORROWER OR ANY SUBSIDIARY THEREOF SHALL
(I) DEFAULT IN THE PAYMENT OF ANY PRINCIPAL OF OR INTEREST ON OR ANY OTHER
AMOUNT PAYABLE ON ANY INDEBTEDNESS (OTHER THAN THE NOTES) OR IN THE PAYMENT OF
ANY GUARANTY OBLIGATION, BEYOND THE PERIOD OF GRACE (NOT TO EXCEED 30 DAYS), IF
ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH SUCH INDEBTEDNESS OR
GUARANTY OBLIGATION WAS CREATED AND THE AGGREGATE AMOUNT OF SUCH INDEBTEDNESS
AND/OR GUARANTY OBLIGATIONS IN RESPECT OF WHICH SUCH DEFAULT OR DEFAULTS SHALL
HAVE OCCURRED IS AT LEAST $10,000,000; OR (II) DEFAULT IN THE OBSERVANCE OR
PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
INDEBTEDNESS OR GUARANTY 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 BENEFICIARY OR
BENEFICIARIES OF SUCH GUARANTY OBLIGATION (OR A TRUSTEE OR AGENT ON BEHALF OF
SUCH HOLDER OR HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE
GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BECOME DUE AND PAYABLE PRIOR
TO ITS STATED MATURITY OR SUCH GUARANTY OBLIGATION TO BECOME PAYABLE; OR
(F)
(I)
A BORROWER OR ANY OF ITS
SUBSIDIARIES SHALL COMMENCE ANY CASE, PROCEEDING OR OTHER ACTION (A) UNDER ANY
EXISTING OR FUTURE LAW OF ANY JURISDICTION, 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
OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ALL OR ANY SUBSTANTIAL PART OF ITS
ASSETS, OR A BORROWER OR ANY OF ITS SUBSIDIARIES SHALL MAKE A GENERAL ASSIGNMENT
FOR THE BENEFIT OF ITS CREDITORS; OR (II) THERE SHALL BE COMMENCED AGAINST A
BORROWER OR ANY OF ITS SUBSIDIARIES 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 A BORROWER OR ANY OF ITS SUBSIDIARIES ANY CASE,
PROCEEDING OR OTHER ACTION SEEKING ISSUANCE OF A WARRANT