OR
(C)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF
OF ANY MEMBER OF THE CONSOLIDATED GROUP IN OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT (INCLUDING THE SCHEDULES ATTACHED THERETO) AND ANY
AMENDMENTS OR MODIFICATIONS HEREOF OR WAIVERS HEREUNDER, OR IN ANY CERTIFICATE,
REPORT, FINANCIAL STATEMENT OR OTHER DOCUMENT SUBMITTED TO THE ADMINISTRATIVE
AGENT OR THE LENDERS BY ANY LOAN PARTY OR ANY REPRESENTATIVE OF ANY LOAN PARTY
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL PROVE TO BE INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE OR
SUBMITTED; OR
(D)
THE BORROWER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR
AGREEMENT CONTAINED IN SECTIONS 5.1, 5.2, 5.3 (WITH RESPECT TO THE BORROWER'S
EXISTENCE) OR ARTICLES 6 OR 7; OR
(E)
ONE OR MORE MEMBERS OF THE CONSOLIDATED GROUP SHALL FAIL TO
OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER
THAN THOSE REFERRED TO IN CLAUSES (A), (B) AND (D) ABOVE) OR ANY OTHER LOAN
DOCUMENT, AND SUCH FAILURE SHALL REMAIN UNREMEDIED FOR 30 DAYS AFTER THE EARLIER
OF (I) ANY OFFICER OF THE BORROWER BECOMES AWARE OF SUCH FAILURE, OR (II) NOTICE
THEREOF SHALL HAVE BEEN GIVEN TO THE BORROWER BY THE ADMINISTRATIVE AGENT OR ANY
LENDER; OR
(F)
ONE OR MORE MEMBERS OF THE CONSOLIDATED GROUP (WHETHER AS PRIMARY
OBLIGOR OR AS GUARANTOR OR OTHER SURETY) SHALL FAIL TO PAY ANY PRINCIPAL OF, OR
PREMIUM OR INTEREST ON, ANY MATERIAL INDEBTEDNESS THAT IS OUTSTANDING, WHEN AND
AS THE SAME SHALL BECOME DUE AND PAYABLE (WHETHER AT SCHEDULED MATURITY,
REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE), AND SUCH FAILURE SHALL
CONTINUE AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN THE AGREEMENT
OR INSTRUMENT EVIDENCING OR GOVERNING SUCH INDEBTEDNESS; OR ANY OTHER EVENT
SHALL OCCUR OR CONDITION SHALL EXIST UNDER ANY AGREEMENT OR INSTRUMENT RELATING
TO SUCH INDEBTEDNESS AND SHALL CONTINUE AFTER THE APPLICABLE GRACE PERIOD, IF
ANY, SPECIFIED IN SUCH AGREEMENT OR INSTRUMENT, IF THE EFFECT OF SUCH EVENT OR
CONDITION IS TO ACCELERATE, OR PERMIT THE ACCELERATION OF,
64
THE MATURITY OF SUCH INDEBTEDNESS; OR ANY SUCH INDEBTEDNESS SHALL BE DECLARED TO
BE DUE AND PAYABLE, OR REQUIRED TO BE PREPAID OR REDEEMED (OTHER THAN BY A
REGULARLY SCHEDULED REQUIRED PREPAYMENT OR REDEMPTION), PURCHASED OR DEFEASED,
OR ANY OFFER TO PREPAY, REDEEM, PURCHASE OR DEFEASE SUCH INDEBTEDNESS SHALL BE
REQUIRED TO BE MADE, IN EACH CASE PRIOR TO THE STATED MATURITY THEREOF;
(G)
ONE OR MORE MEMBERS OF THE CONSOLIDATED GROUP SHALL (I) COMMENCE A
VOLUNTARY CASE OR OTHER PROCEEDING OR FILE ANY PETITION SEEKING LIQUIDATION,
REORGANIZATION OR OTHER RELIEF UNDER ANY FEDERAL, STATE OR FOREIGN BANKRUPTCY,
INSOLVENCY OR OTHER SIMILAR LAW NOW OR HEREAFTER IN EFFECT OR SEEKING THE
APPOINTMENT OF A CUSTODIAN, TRUSTEE, RECEIVER, LIQUIDATOR OR OTHER SIMILAR
OFFICIAL OF IT OR ANY SUBSTANTIAL PART OF ITS PROPERTY, (II) CONSENT TO THE
INSTITUTION OF, OR FAIL TO CONTEST IN A TIMELY AND APPROPRIATE MANNER,