SUCH OTHER LOAN DOCUMENT SHALL PROVE TO
HAVE BEEN INACCURATE IN ANY MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED
MADE EXCEPT FOR REPRESENTATIONS AND WARRANTIES WHICH SPECIFICALLY RELATE TO AN
EARLIER SPECIFIC DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL
HAVE BEEN INACCURATE IN ANY MATERIAL RESPECT AS OF SUCH EARLIER DATE; OR
(C)
(I)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY
AGREEMENT CONTAINED IN CLAUSE (I) OR (II) OF SECTION 7.4(A) (WITH RESPECT TO
HOLDINGS AND THE BORROWER ONLY), SECTION 7.7(A) OR SECTION 8 OF THIS AGREEMENT
OR SECTIONS 5.5 AND 5.7(B) OF THE GUARANTEE AND COLLATERAL AGREEMENT OR (II) AN
"EVENT OF DEFAULT" UNDER AND AS DEFINED IN ANY MORTGAGE SHALL HAVE OCCURRED AND
BE CONTINUING; OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER
AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS
PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION), AND SUCH DEFAULT SHALL
CONTINUE FOR A PERIOD OF 30 DAYS AFTER THE EARLIER OF (I) AN OFFICER OF SUCH
LOAN PARTY BECOMING AWARE OF SUCH DEFAULT OR (II) RECEIPT BY THE BORROWER OF
NOTICE FROM THE ADMINISTRATIVE AGENT OR ANY LENDER OF SUCH DEFAULT; OR
(E)
ANY GROUP MEMBER SHALL (I) DEFAULT IN MAKING ANY PAYMENT OF ANY PRINCIPAL
OF ANY INDEBTEDNESS (INCLUDING ANY GUARANTEE OBLIGATION, BUT EXCLUDING THE
LOANS) ON THE SCHEDULED OR ORIGINAL DUE DATE WITH RESPECT THERETO; OR (II)
DEFAULT IN MAKING ANY PAYMENT OF ANY INTEREST ON ANY SUCH INDEBTEDNESS BEYOND
THE PERIOD OF GRACE, IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH
SUCH INDEBTEDNESS WAS CREATED; OR (III) DEFAULT IN THE OBSERVANCE OR PERFORMANCE
OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS 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
BENEFICIARY OF SUCH INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER
OR BENEFICIARY) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, SUCH
INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY OR TO BECOME SUBJECT TO
A MANDATORY OFFER TO PURCHASE BY THE OBLIGOR THEREUNDER OR (IN THE CASE OF ANY
SUCH INDEBTEDNESS CONSTITUTING A GUARANTEE OBLIGATION) TO BECOME PAYABLE;
PROVIDED, THAT A DEFAULT, EVENT OR CONDITION DESCRIBED IN CLAUSE (I), (II) OR
(III) OF THIS PARAGRAPH (E) SHALL NOT AT ANY TIME CONSTITUTE AN EVENT OF DEFAULT
UNLESS, AT SUCH TIME, ONE OR MORE DEFAULTS, EVENTS OR CONDITIONS OF THE TYPE
DESCRIBED IN CLAUSES (I), (II) AND
80
(III) OF THIS PARAGRAPH (E) SHALL HAVE OCCURRED AND BE CONTINUING WITH RESPECT
TO INDEBTEDNESS THE OUTSTANDING PRINCIPAL AMOUNT OF WHICH EXCEEDS IN THE
AGGREGATE $15,000,000; OR
(F)
(I) ANY GROUP MEMBER SHALL COMMENCE ANY CASE, PROCEEDING OR OTHER ACTION
(A) UNDER ANY EXISTING OR FUTURE LAW OF