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 ANY SUCH INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED
MATURITY, OR ANY SUCH INDEBTEDNESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
SHALL BE DECLARED TO BE DUE AND PAYABLE, OR SHALL BE REQUIRED TO BE PREPAID
(OTHER THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT OR REDEMPTION, PRIOR TO
THE STATED MATURITY THEREOF); PROVIDED, HOWEVER, THAT, IN THE CASE OF ANY
DEFAULT UNDER ANY SUCH AGREEMENT RELATING TO ANY SUCH INDEBTEDNESS IN EXCESS OF
$10,000,000 THAT HAS OCCURRED AS A RESULT OF THE FAILURE OF THE BORROWER TO
DELIVER ITS AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2003, SUCH DEFAULT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNDER
THIS SUBPART (E)
UNTIL THE EXPIRATION OF ANY APPLICABLE GRACE PERIODS UNDER SUCH AGREEMENT
GOVERNING SUCH INDEBTEDNESS IN EXCESS OF $10,000,000.
(F)
INVALIDITY OF CREDIT DOCUMENTS:
ANY
MATERIAL PROVISION OF ANY CREDIT DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND
DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER OR UNDER
SUCH CREDIT DOCUMENT OR SATISFACTION IN FULL OF ALL THE OBLIGATIONS, CEASES TO
BE IN FULL FORCE AND EFFECT; OR THE BORROWER OR ANY OTHER PERSON (OTHER THAN THE
ADMINISTRATIVE AGENT OR ANY LENDER) CONTESTS IN ANY MANNER THE VALIDITY OR
ENFORCEABILITY OF ANY PROVISION OF ANY CREDIT DOCUMENT; OR THE BORROWER DENIES
IN WRITING THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY CREDIT
DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY CREDIT DOCUMENT;
(G)
JUDGMENTS:
ONE OR MORE JUDGMENTS, ORDERS OR
DECREES SHALL BE ENTERED AGAINST THE BORROWER AND/OR ANY OF ITS SUBSIDIARIES
INVOLVING A LIABILITY (OTHER THAN A LIABILITY COVERED BY INSURANCE, AS TO WHICH
THE CARRIER HAS ADEQUATE CLAIMS PAYING ABILITY AND HAS NOT EFFECTIVELY RESERVED
ITS RIGHTS) OF $10,000,000 OR MORE IN THE AGGREGATE FOR ALL SUCH JUDGMENTS,
ORDERS AND DECREES FOR THE BORROWER AND ITS SUBSIDIARIES, AND ANY SUCH JUDGMENTS
OR ORDERS OR DECREES SHALL NOT HAVE BEEN VACATED, DISCHARGED OR STAYED OR BONDED
PENDING APPEAL WITHIN 30 DAYS FROM THE ENTRY THEREOF;
(H)
BANKRUPTCY:
ANY OF THE FOLLOWING SHALL
OCCUR:
(I)
THE BORROWER OR ANY OF ITS SUBSIDIARIES
(THE BORROWER AND EACH SUCH SUBSIDIARY, EACH A "PRINCIPAL PARTY") SHALL COMMENCE
A VOLUNTARY CASE CONCERNING ITSELF UNDER THE BANKRUPTCY CODE;
(II)
AN INVOLUNTARY CASE IS COMMENCED AGAINST
ANY PRINCIPAL PARTY UNDER THE BANKRUPTCY CODE AND THE PETITION IS NOT DISMISSED
WITHIN 60 DAYS AFTER COMMENCEMENT OF THE CASE;
(III)
A CUSTODIAN (AS DEFINED IN THE BANKRUPTCY
CODE) IS APPOINTED FOR, OR TAKES CHARGE OF, A SUBSTANTIAL PORTION OF THE
PROPERTY OF ANY PRINCIPAL PARTY;
(IV)
ANY PRINCIPAL PARTY COMMENCES (INCLUDING BY
WAY OF APPLYING FOR OR CONSENTING TO THE APPOINTMENT OF, OR THE TAKING OF
POSSESSION BY, A REHABILITATOR, RECEIVER, CUSTODIAN, TRUSTEE, CONSERVATOR OR
LIQUIDATOR (COLLECTIVELY, A