OR
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY ANY LOAN
PARTY HEREIN OR IN ANY OTHER LOAN DOCUMENT OR WHICH IS CONTAINED IN ANY
CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED BY IT AT ANY
TIME UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUCH OTHER LOAN DOCUMENT
SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT ON OR AS OF THE DATE
MADE OR DEEMED MADE; OR
(C)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF
ANY COVENANT CONTAINED IN SECTIONS 7.4(A), 7.7(A), 7.7(F), 7.7(G) OR 8 OF THIS
AGREEMENT, OR SECTION 5 OF THE SECURITY AGREEMENT (OTHER THAN SECTIONS 5(B)(I),
(C), (D), (F)(I), (F)(II) AND (G)); OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF
ANY OTHER OBLIGATION CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN AS PROVIDED IN PARAGRAPHS (A), (B) AND (C) OF THIS SECTION 9.1), AND
SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER THE EARLIER
OF (X) SUCH LOAN PARTY HAVING ACTUAL KNOWLEDGE OF SUCH DEFAULT OR (Y) NOTICE
THEREOF FROM THE ADMINISTRATIVE AGENT TO THE BORROWERS; OR
(E)
ANY LOAN PARTY SHALL (A) DEFAULT IN ANY PAYMENT OF PRINCIPAL OF OR
INTEREST ON ANY INDEBTEDNESS (OTHER THAN THE LOANS OR REIMBURSEMENT OBLIGATIONS)
OR IN THE PAYMENT OF ANY GUARANTEE OBLIGATION, BEYOND THE APPLICABLE PERIOD OF
GRACE (NOT TO EXCEED 30 DAYS), IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT
UNDER WHICH SUCH INDEBTEDNESS OR GUARANTEE OBLIGATION WAS CREATED, IF THE
AGGREGATE AMOUNT OF THE INDEBTEDNESS AND/OR GUARANTEE OBLIGATIONS OF ANY LOAN
PARTY IN RESPECT OF WHICH SUCH DEFAULT OR DEFAULTS SHALL HAVE OCCURRED IS AT
LEAST $5,000,000; (B) DEFAULT IN THE OBSERVANCE OR
87
PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
INDEBTEDNESS OR SUCH GUARANTEE OBLIGATION (IN EACH CASE INVOLVING THE AMOUNTS
SPECIFIED IN CLAUSE (A) ABOVE) 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 HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY OR
BENEFICIARIES OF SUCH GUARANTEE OBLIGATION (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 BECOME DUE PRIOR TO ITS
STATED MATURITY OR SUCH GUARANTEE OBLIGATION TO BECOME PAYABLE; OR (C) DEFAULT
IN THE OBSERVANCE OR PERFORMANCE OF ANY OBLIGATION (PAYMENT OR OTHERWISE) UNDER
A FINANCIAL HEDGING AGREEMENT OR A COMMODITY HEDGING AGREEMENT IF THE
COUNTERPARTY THEREOF EXERCISES ITS RIGHT TO TERMINATE ITS POSITION UNDER SUCH
FINANCIAL HEDGING AGREEMENT OR COMMODITY HEDGING AGREEMENT AND SUCH LOAN PARTY
FAILS TO PAY SUCH AMOUNT WHEN DUE, IF IN EXCESS OF $5,000,000, UNLESS DISPUTED
IN GOOD FAITH BY SUCH LOAN PARTY; OR
(F)
(I) ANY BORROWER OR ANY OF THEIR SUBSIDIARIES SHALL COMMENCE ANY
CASE, PROCEEDING OR OTHER ACTION