DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY
TERM CONTAINED HEREIN (OTHER THAN THOSE REFERRED TO IN SECTIONS 11.1 (A) OR (B))
OR IN ANY OTHER LOAN DOCUMENT RESULTING FROM BORROWER'S FAILURE TO CAUSE ANY
FOREIGN SUBSIDIARY TO COMPLY WITH ANY SUCH TERM, SUCH 30 DAY CURE PERIOD SHALL
BE EXTENDED FOR UP TO AN ADDITIONAL 30 DAYS SO LONG AS SUCH DEFAULT IS CAPABLE
OF BEING CURED AND BORROWER HAS COMMENCED AND CONTINUES TO DILIGENTLY PURSUE A
CURE OF SUCH DEFAULT.
(D)
THERE SHALL OCCUR ANY DEFAULT, DEFAULT, EVENT OF DEFAULT, OR EVENT
OF DEFAULT AS DEFINED AND PROVIDED UNDER ANY OTHER LOAN DOCUMENT OR ANY
PRUDENTIAL LOAN DOCUMENT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE AND CURE
PERIOD).
(E)
THERE SHALL OCCUR ANY DEFAULT OR EVENT OF DEFAULT (AFTER THE
EXPIRATION OF ANY APPLICABLE GRACE AND CURE PERIOD) UNDER ANY AGREEMENT OF ANY
BORROWER PARTY WITH ANY PERSON AND RELATING TO THE BORROWING OF MONEY.
(F)
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE CONTESTED BY ANY BORROWER PARTY, AND/OR ANY BORROWER PARTY
SHALL DENY THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION HEREUNDER OR
THEREUNDER.
75
(G)
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY BORROWER OF THIS AGREEMENT,
ANY RIGHTS HEREUNDER, OR ANY ADVANCE TO BE MADE HEREUNDER, OR THE CONVEYANCE,
LEASE, MORTGAGE, OR ANY OTHER ALIENATION OR ENCUMBRANCE OF THE COLLATERAL OR ANY
INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND COLLATERAL
AGENT, EXCEPT FOR TRANSFERS PERMITTED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT.
(H)
EXCEPT AS OTHERWISE PERMITTED HEREIN, THE TRANSFER OF BORROWER'S
INTEREST IN, OR RIGHTS UNDER, THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, SUCH TRANSFER BY BORROWER AS DEBTOR IN POSSESSION
UNDER THE BANKRUPTCY CODE, OR BY A TRUSTEE FOR BORROWER UNDER THE BANKRUPTCY
CODE, TO ANY THIRD PERSON, WHETHER OR NOT THE OBLIGATIONS OF BORROWER UNDER THIS
AGREEMENT ARE ASSUMED BY SUCH THIRD PERSON.
(I)
THE INSTITUTION OF A FORECLOSURE OR OTHER POSSESSORY ACTION
AGAINST (I) THE MORTGAGED PROPERTY, OR (II) ANY OF THE COLLATERAL OTHER THAN THE
MORTGAGED PROPERTY, EXCEPT WHERE SUCH ACTION WOULD NOT BE REASONABLY EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(J)
THE DEATH OR DISSOLUTION OF ANY BORROWER PARTY, OR ANY CHANGE IN
CONTROL.
(K)
ANY FINANCIAL STATEMENT, REPRESENTATION, WARRANTY OR CERTIFICATE
MADE OR FURNISHED BY ANY BORROWER PARTY TO ANY LENDER PARTY IN CONNECTION WITH
THIS AGREEMENT, OR AS INDUCEMENT TO ANY LENDER PARTY TO ENTER INTO THIS
AGREEMENT, OR IN ANY SEPARATE STATEMENT OR DOCUMENT TO BE DELIVERED HEREUNDER TO
ANY LENDER PARTY, SHALL BE MATERIALLY FALSE, INCORRECT, OR INCOMPLETE WHEN MADE.
(L)
THE OCCURRENCE OF ANY EVENT, ACT, CONDITION OR OCCURRENCE OF
WHATEVER NATURE WHEREIN THE LEGALITY, VALIDITY, OR ENFORCEABILITY OF ANY
PROVISION OF ANY LOAN DOCUMENT IS QUESTIONED OR CHALLENGED.
(M)
ANY BORROWER PARTY SHALL ADMIT ITS INABILITY TO PAY ITS DEBTS AS
THEY MATURE, OR SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF ITSELF OR ANY OF ITS
CREDITORS.