CONTINUE UNREMEDIED FOR TWENTY
(20) BUSINESS DAYS AFTER THE EARLIER OF (I) WRITTEN NOTICE THEREOF SHALL HAVE
BEEN GIVEN BY ADMINISTRATIVE AGENT TO BORROWER, OR (II) A RESPONSIBLE OFFICER OF
BORROWER HAS, OR IN THE EXERCISE OF REASONABLE DILIGENCE SHOULD HAVE HAD,
KNOWLEDGE OF SUCH DEFAULT.
(C)
BREACH OF WARRANTY.
ANY REPRESENTATION OR
WARRANTY MADE BY ANY CREDIT PARTY CONTAINED IN THIS LOAN AGREEMENT, THE NOTE OR
ANY OF THE OTHER LOAN DOCUMENTS SHALL AT ANY TIME PROVE TO HAVE BEEN INCORRECT
IN ANY MATERIAL RESPECT WHEN MADE.
(D)
DEFAULT UNDER OTHER MERRILL LYNCH
AGREEMENT.
A DEFAULT OR EVENT OF DEFAULT BY ANY CREDIT PARTY SHALL OCCUR UNDER
THE TERMS OF ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT WITH ADMINISTRATIVE
AGENT, MLPF&S OR ANY OF THEIR AFFILIATES, AND ANY REQUIRED NOTICE SHALL HAVE
BEEN GIVEN AND REQUIRED PASSAGE OF TIME SHALL HAVE ELAPSED.
(E)
BANKRUPTCY EVENT; LC EVENT.
ANY BANKRUPTCY
EVENT OR LC EVENT SHALL OCCUR.
35
(F)
DEFAULT UNDER OTHER AGREEMENTS.
ANY
EVENT SHALL OCCUR WHICH RESULTS IN A DEFAULT THAT IS NOT WAIVED OR CURED WITHIN
ANY APPLICABLE CURE PERIOD BY ANY CREDIT PARTY OF ANY AGREEMENT (I) EVIDENCING
ANY INDEBTEDNESS OR OTHER OBLIGATIONS OF ANY CREDIT PARTY OF $500,000 OR MORE IN
THE AGGREGATE IF THE EFFECT OF SUCH DEFAULT IS TO CAUSE OR PERMIT THE HOLDER OF
SUCH INDEBTEDNESS TO CAUSE SUCH INDEBTEDNESS TO BECOME DUE OR BE PREPAID IN FULL
PRIOR TO ITS STATED MATURITY DATE; OR (II) INVOLVING ANY CREDIT PARTY, THE
BREACH OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT (OTHER THAN ANY OF THE
FOREGOING DESCRIBED IN THE PRECEDING CLAUSE (I) AND (II) THE VALIDITY OF WHICH
IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS FOR WHICH ADEQUATE
RESERVES HAVE BEEN ESTABLISHED ON THE BOOKS OF THE APPLICABLE CREDIT PARTY IN
ACCORDANCE WITH GAAP).
(G)
COLLATERAL IMPAIRMENT OR LAPSE IN INSURANCE
COVERAGE.
THE LOSS, THEFT OR DESTRUCTION OF ANY COLLATERAL, THE OCCURRENCE OF
ANY MATERIAL DETERIORATION OR IMPAIRMENT OF ANY COLLATERAL OR ANY MATERIAL
DECLINE OR DEPRECIATION IN THE VALUE OR MARKET PRICE THEREOF (WHETHER ACTUAL OR
REASONABLY ANTICIPATED), WHICH CAUSES ANY COLLATERAL, IN THE SOLE REASONABLE
OPINION OF ADMINISTRATIVE AGENT, TO BECOME UNSATISFACTORY AS TO VALUE OR
CHARACTER; OR ANY LEVY, ATTACHMENT, SEIZURE OR CONFISCATION OF THE COLLATERAL
WHICH IS NOT RELEASED WITHIN TEN (10) BUSINESS DAYS; OR THE FAILURE TO MAINTAIN
INSURANCE IN ACCORDANCE WITH SECTION 3.4(G).
(H)
CONTESTED OBLIGATION.
(I) ANY OF THE LOAN
DOCUMENTS SHALL FOR ANY REASON CEASE TO BE, OR ARE ASSERTED BY ANY CREDIT PARTY
NOT TO BE A LEGAL, VALID AND BINDING OBLIGATIONS OF ANY CREDIT PARTY,
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS; OR (II) THE VALIDITY, PERFECTION OR
PRIORITY OF ADMINISTRATIVE AGENT'S FIRST LIEN AND SECURITY INTEREST ON ANY OF
THE COLLATERAL (SUBJECT TO PERMITTED LIENS) IS CONTESTED BY ANY CREDIT PARTY OR
ANY PERSON; OR (III) ANY CREDIT PARTY SHALL OR SHALL ATTEMPT TO REPUDIATE,
REVOKE, CONTEST OR DISPUTE, IN WHOLE OR IN PART SUCH CREDIT PARTY'S MATERIAL
OBLIGATIONS UNDER ANY