THE PROVISO IN THE FIRST SENTENCE OF THE PENULTIMATE PARAGRAPH
THEREOF) AND SUCH FAILURE CONTINUES FOR FIVE (5) BUSINESS DAYS AFTER NOTICE
THEREOF FROM THE ADMINISTRATIVE AGENT; OR
(C)
OTHER DEFAULTS. ANY BORROWER FAILS TO
PERFORM OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN
SUBSECTION (A) OR (B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE
PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR 30 DAYS AFTER NOTICE
THEREOF FROM THE ADMINISTRATIVE AGENT TO THE BORROWERS (WHICH NOTICE WILL BE
GIVEN AT THE REQUEST OF THE REQUIRED LENDERS); OR
(D)
REPRESENTATIONS AND WARRANTIES. ANY
REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF ANY BORROWER
IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
AMENDMENT OR MODIFICATION HEREOF OR THEREOF OR WAIVER HEREUNDER OR THEREUNDER,
OR IN ANY REPORT, CERTIFICATE, FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
AMENDMENT OR MODIFICATION HEREOF OR THEREOF OR WAIVER HEREUNDER OR THEREUNDER,
SHALL, AFTER TAKING INTO ACCOUNT ANY MATERIALITY OR OTHER QUALIFICATION
CONTAINED THEREIN, PROVE TO HAVE BEEN INCORRECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT. ANY BORROWER (I) FAILS TO
MAKE ANY PAYMENT (WHETHER OF PRINCIPAL OR INTEREST AND REGARDLESS OF AMOUNT) IN
RESPECT OF ANY MATERIAL INDEBTEDNESS, WHEN AND AS THE SAME SHALL BECOME DUE AND
PAYABLE (WITH ALL APPLICABLE GRACE PERIODS HAVING EXPIRED), OR (II) ANY EVENT OR
CONDITION OCCURS THAT RESULTS IN ANY MATERIAL INDEBTEDNESS BECOMING DUE PRIOR TO
ITS SCHEDULED MATURITY OR THAT ENABLES OR PERMITS (WITH OR WITHOUT THE GIVING OF
NOTICE, THE LAPSE OF TIME OR BOTH, BUT AFTER ALL APPLICABLE GRACE PERIODS HAVE
EXPIRED) THE HOLDER OR HOLDERS OF ANY MATERIAL INDEBTEDNESS OR ANY TRUSTEE OR
AGENT ON ITS OR THEIR BEHALF TO CAUSE ANY MATERIAL INDEBTEDNESS TO BECOME DUE,
OR TO REQUIRE THE PREPAYMENT, REPURCHASE, REDEMPTION OR DEFEASANCE THEREOF,
PRIOR TO ITS SCHEDULED MATURITY; PROVIDED THAT THIS SECTION 8.01(E)(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; OR
(F)
INSOLVENCY PROCEEDINGS, ETC. (I) ANY
BORROWER OR ANY SUBSIDIARY (A) VOLUNTARILY COMMENCES ANY PROCEEDING OR FILES ANY
PETITION SEEKING LIQUIDATION, REORGANIZATION OR OTHER RELIEF UNDER ANY FEDERAL,
STATE OR FOREIGN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW NOW OR
HEREAFTER IN EFFECT, (B) CONSENTS TO THE INSTITUTION OF, OR FAILS TO CONTEST IN
A TIMELY AND APPROPRIATE MANNER, ANY PROCEEDING OR PETITION DESCRIBED IN
SUB-PART (II) OF THIS SECTION 8.01(F), (C) APPLIES FOR OR CONSENTS TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR
SIMILAR OFFICIAL FOR ANY BORROWER OR ANY SUBSIDIARY OR FOR A SUBSTANTIAL PART OF
ITS ASSETS, (D) FILES AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION
FILED AGAINST IT IN ANY SUCH PROCEEDING, (E) MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OR (F) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF