ON ITS PART TO BE
PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR THIRTY (30) DAYS AFTER
NOTICE THEREOF BY THE ADMINISTRATIVE AGENT TO THE BORROWER; OR
(D)
REPRESENTATIONS AND WARRANTIES. ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE
BY OR ON BEHALF OF THE BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER
LOAN DOCUMENT, OR IN ANY DOCUMENT
120
REQUIRED TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT
OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT. ANY LOAN PARTY OR ANY
RESTRICTED SUBSIDIARY (I) FAILS TO MAKE ANY PAYMENT BEYOND THE APPLICABLE GRACE
PERIOD WITH RESPECT THERETO, IF ANY (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS
(OTHER THAN INDEBTEDNESS HEREUNDER) HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT
LESS THAN THE THRESHOLD AMOUNT, OR (II) FAILS TO OBSERVE OR PERFORM ANY OTHER
AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS, OR ANY OTHER EVENT
OCCURS (OTHER THAN, WITH RESPECT TO INDEBTEDNESS CONSISTING OF SWAP CONTRACTS,
TERMINATION EVENTS OR EQUIVALENT EVENTS PURSUANT TO THE TERMS OF SUCH SWAP
CONTRACTS), 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 OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE
GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS 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; PROVIDED THAT, ANY SUCH FAILURE OR THE OCCURRENCE
OF ANY SUCH OTHER EVENT REFERRED TO IN SUB-CLAUSES (I) AND (II) RELATING TO
INDEBTEDNESS UNDER THE ABL CREDIT AGREEMENT SHALL CONSTITUTE AN EVENT OF DEFAULT
UNDER THIS SECTION 8.01(E) ONLY AFTER THE EARLIEST TO OCCUR OF (X) EXPIRATION OF
A 60-DAY PERIOD FOLLOWING THE COMMENCEMENT OF SUCH FAILURE OR THE DATE OF SUCH
OCCURRENCE, (Y) ANY ACCELERATION OF THE ABL OBLIGATIONS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) OR (Z) THE COMMENCEMENT OF THE EXERCISE OF ANY SECURED
CREDITOR REMEDIES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) BY THE ABL
COLLATERAL AGENT OR ANY ABL LENDER AS A RESULT OF SUCH FAILURE OR OCCURRENCE;
PROVIDED FURTHER, THAT PRECEDING SUB-CLAUSE (II) SHALL NOT APPLY TO SECURED
INDEBTEDNESS THAT BECOMES DUE AS A RESULT OF THE VOLUNTARY SALE OR TRANSFER OF
THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS, IF SUCH SALE OR TRANSFER IS
PERMITTED HEREUNDER AND UNDER THE DOCUMENTS PROVIDING FOR SUCH INDEBTEDNESS; OR
(F)
INSOLVENCY PROCEEDINGS, ETC. ANY LOAN
PARTY OR ANY OF THE RESTRICTED SUBSIDIARIES INSTITUTES OR CONSENTS TO THE
INSTITUTION OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW (OR ANY CANADIAN
SUBSIDIARY GUARANTOR INSTITUTES OR CONSENTS TO THE INSTITUTION OF ANY PROPOSAL
OR NOTICE OF INTENT TO FILE A PROPOSAL), OR MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS; OR APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF