BORROWER OR SUCH LOAN
PARTY AND SUCH FAILURE SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER
NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT OR ANY LENDER TO THE BORROWER.
(D)
ANY FINANCIAL STATEMENT OR ANY REPRESENTATION OR WARRANTY OF THE
BORROWER OR ANY LOAN PARTY MADE HEREIN OR IN ANY OTHER LOAN DOCUMENT OR IN ANY
REPORT, CERTIFICATE OR OTHER DOCUMENT FURNISHED UNDER OR IN CONNECTION WITH THIS
AGREEMENT PROVES TO HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT ON OR
AS OF THE DATE MADE OR DEEMED MADE.
(E)
THERE OCCURS A DEFAULT OR EVENT OF DEFAULT UNDER (A) ANY OF THE
OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED TO THE
ADMINISTRATIVE AGENT BY THE BORROWER OR ANY OTHER LOAN PARTY OR (B) ANY HEDGE
AGREEMENT ENTERED INTO WITH A LENDER OR AFFILIATE THEREOF, AND SUCH DEFAULT OR
EVENT OF DEFAULT CONTINUES UNREMEDIED BEYOND THE GRACE PERIOD, IF ANY, PROVIDED
THEREIN.
(F)
THE PARENT OR ANY SUBSIDIARY THEREOF SHALL (I) DEFAULT IN THE
PAYMENT OF ANY PRINCIPAL OF OR INTEREST ON OR ANY OTHER AMOUNT PAYABLE ON ANY
INDEBTEDNESS BEYOND THE PERIOD OF GRACE (NOT TO EXCEED 30 DAYS), IF ANY,
PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH SUCH INDEBTEDNESS WAS
CREATED AND THE AGGREGATE AMOUNT OF SUCH INDEBTEDNESS IN RESPECT OF WHICH SUCH
DEFAULT OR DEFAULTS SHALL HAVE OCCURRED IS AT LEAST $500,000; OR (II) DEFAULT IN
THE OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO
ANY SUCH INDEBTEDNESS IN EXCESS OF $500,000 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 HOLDERS OF SUCH INDEBTEDNESS
(OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS) TO CAUSE, WITH THE
GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BECOME DUE AND PAYABLE PRIOR
TO ITS STATED MATURITY.
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(G)
(I) THE PARENT, THE BORROWER OR ANY SUBSIDIARY THEREOF MAKES AN
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS OR A COMPOSITION WITH ITS CREDITORS,
OR IS UNABLE OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY MATURE,
OR FILES A PETITION IN BANKRUPTCY, OR COMMENCES A FEDERAL BANKRUPTCY PROCEEDING
IN WHICH AN ORDER FOR RELIEF OR SUCH OTHER COURT ORDER OR STATUTORY PROVISION
WHICH AUTHORIZES THE CASE TO PROCEED IS ENTERED AGAINST IT, OR IS ADJUDICATED
INSOLVENT OR BANKRUPT, OR PETITIONS OR APPLIES TO ANY TRIBUNAL FOR THE
APPOINTMENT OF ANY CUSTODIAN, RECEIVER, LIQUIDATOR OR TRUSTEE OF OR FOR IT OR
ANY SUBSTANTIAL PART OF ITS PROPERTIES OR ASSETS, OR COMMENCES ANY PROCEEDING
RELATING TO IT UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT
OF DEBT, RECEIVERSHIP, DISSOLUTION OR LIQUIDATION LAW OR STATUTE OF ANY
JURISDICTION, WHETHER NOW OR HEREAFTER IN EFFECT; OR THERE IS COMMENCED AGAINST
THE PARENT, THE BORROWER OR ANY SUBSIDIARY THEREOF ANY SUCH PROCEEDING WHICH
SHALL REMAIN UNDISMISSED FOR A PERIOD OF