IT OF ANY OTHER TERM, COVENANT OR AGREEMENT CONTAINED IN ANY LOAN DOCUMENT ON
ITS PART TO BE PERFORMED OR OBSERVED IF SUCH FAILURE SHALL REMAIN UNREMEDIED FOR
30 DAYS AFTER WRITTEN NOTICE THEREOF SHALL HAVE BEEN GIVEN TO THE U.S. BORROWER
BY THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY; OR
(E)
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES SHALL FAIL TO PAY ANY
PRINCIPAL OF, PREMIUM OR INTEREST ON OR ANY OTHER AMOUNT PAYABLE IN RESPECT OF
ANY DEBT THAT IS OUTSTANDING IN A PRINCIPAL AMOUNT OF AT LEAST $30,000,000 (OR
ITS EQUIVALENT IN ANOTHER CURRENCY) EITHER INDIVIDUALLY OR IN THE AGGREGATE (BUT
EXCLUDING DEBT OUTSTANDING HEREUNDER) OF SUCH LOAN PARTY OR SUCH SUBSIDIARY (AS
THE CASE MAY BE), WHEN THE SAME BECOMES DUE AND PAYABLE (WHETHER BY SCHEDULED
MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE), AND SUCH
FAILURE SHALL CONTINUE AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN
THE AGREEMENT OR INSTRUMENT RELATING TO SUCH DEBT; OR ANY OTHER EVENT SHALL
OCCUR OR CONDITION SHALL EXIST UNDER ANY AGREEMENT OR INSTRUMENT RELATING TO ANY
SUCH DEBT AND SHALL CONTINUE AFTER THE APPLICABLE GRACE PERIOD, IF ANY,
SPECIFIED IN SUCH AGREEMENT OR INSTRUMENT, IF THE EFFECT OF SUCH EVENT OR
CONDITION IS TO ACCELERATE, OR TO PERMIT THE ACCELERATION OF, THE MATURITY OF
SUCH DEBT OR OTHERWISE TO CAUSE, OR TO PERMIT THE HOLDER THEREOF TO CAUSE, SUCH
DEBT TO MATURE; OR ANY SUCH DEBT SHALL BE DECLARED TO BE DUE AND PAYABLE OR
REQUIRED TO BE PREPAID OR REDEEMED (OTHER THAN BY A REGULARLY SCHEDULED
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REQUIRED PREPAYMENT OR REDEMPTION), PURCHASED OR DEFEASED, OR AN OFFER TO
PREPAY, REDEEM, PURCHASE OR DEFEASE SUCH DEBT SHALL BE REQUIRED TO BE MADE OTHER
THAN IN CONNECTION WITH A SALE OF ASSETS PERMITTED BY SECTION 5.02(D), IN EACH
CASE PRIOR TO THE STATED MATURITY THEREOF; OR
(F)
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES SHALL MAKE A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR ANY PROCEEDING SHALL BE INSTITUTED
BY OR AGAINST ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES SEEKING TO ADJUDICATE IT
A BANKRUPT OR INSOLVENT, OR SEEKING LIQUIDATION, WINDING UP, REORGANIZATION,
ARRANGEMENT, ADJUSTMENT, PROTECTION, RELIEF, OR COMPOSITION OF IT OR ITS DEBTS
UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR RELIEF OF
DEBTORS, OR SEEKING THE ENTRY OF AN ORDER FOR RELIEF OR THE APPOINTMENT OF A
RECEIVER, TRUSTEE, OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART
OF ITS PROPERTY AND, IN THE CASE OF ANY SUCH PROCEEDING INSTITUTED AGAINST IT
(BUT NOT INSTITUTED BY IT) THAT IS BEING DILIGENTLY CONTESTED BY IT IN GOOD
FAITH, EITHER SUCH PROCEEDING SHALL REMAIN UNDISMISSED OR UNSTAYED FOR A PERIOD
OF 60 DAYS OR ANY OF THE ACTIONS SOUGHT IN SUCH PROCEEDING (INCLUDING, WITHOUT
LIMITATION, THE ENTRY OF AN ORDER FOR RELIEF AGAINST, OR THE APPOINTMENT OF A
RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR, IT OR ANY
SUBSTANTIAL PART OF ITS PROPERTY) SHALL OCCUR; OR ANY LOAN PARTY OR