BORROWERS FAIL TO PERFORM OR OBSERVE
ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTIONS 6.1(A), (B), (C),
(D), (H) OR (I), SECTIONS 6.2(B), 6.3, 6.5, 6.6, 6.7, 6.8, 6.9, 6.12, 6.13 OR
6.14 OR SECTION VII OR VIII, (II) ANY OF THE
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SUBSIDIARY GUARANTORS FAILS TO PERFORM OR OBSERVE ANY TERM, COVENANT OR
AGREEMENT CONTAINED IN ANY SUBSIDIARY GUARANTY, (III) ANY OF THE LOAN PARTIES
WHICH IS A PARTY TO THE SECURITY AGREEMENT FAILS TO PERFORM OR OBSERVE ANY TERM,
COVENANT OR AGREEMENT CONTAINED IN SECTIONS 3 OR 4 OF THE SECURITY AGREEMENT,
(IV) ANY OF THE LOAN PARTIES WHICH IS A PARTY TO THE PLEDGE AGREEMENT FAILS TO
PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN SECTIONS 4, 6 OR
7 OF THE PLEDGE AGREEMENT OR (V) ANY OF THE LOAN PARTIES WHICH IS A PARTY TO A
FEE PROPERTY SECURITY AGREEMENT THAT IS A MORTGAGE OR DEED OF TRUST FAILS TO
OBSERVE ANY PROHIBITION ON ASSIGNMENTS OF RENTS (AS DEFINED THEREIN) CONTAINED
THEREIN; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM OR OBSERVE ANY
OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SECTION 9.1(A) OR 9.1(B) ABOVE)
CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH
FAILURE CONTINUES FOR 30 DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION, WARRANTY,
CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE BY OR ON BEHALF OF THE
BORROWERS OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER LOAN DOCUMENT OR IN ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE MATERIALLY
INCORRECT OR MISLEADING WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) ANY LOAN PARTY OR ANY SUBSIDIARY THEREOF
(A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS
OR GUARANTEE (OTHER THAN INDEBTEDNESS HEREUNDER AND INDEBTEDNESS UNDER SWAP
AGREEMENTS) HAVING AN AGGREGATE PRINCIPAL AMOUNT (INCLUDING UNDRAWN COMMITTED OR
AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO ALL CREDITORS UNDER ANY
COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN $500,000, OR (B) FAILS
TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
INDEBTEDNESS OR GUARANTEE OF MORE THAN $500,000 OR CONTAINED IN ANY INSTRUMENT
OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT
OCCURS, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR THE BENEFICIARY OR BENEFICIARIES OF
SUCH GUARANTEE (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR
BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED,
SUCH INDEBTEDNESS TO BE DEMANDED OR TO BECOME DUE OR TO BE REPURCHASED, PREPAID,
DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO REPURCHASE,
PREPAY, DEFEASE OR REDEEM SUCH INDEBTEDNESS TO BE MADE, PRIOR TO ITS STATED
MATURITY, OR SUCH GUARANTEE TO BECOME PAYABLE OR CASH COLLATERAL IN RESPECT
THEREOF TO BE DEMANDED; (II) THE BORROWERS OR ANY LOAN