TO PAY WHEN DUE OR DECLARED DUE THE PRINCIPAL
OF OR INTEREST ON THE NOTES OR ANY FEE OR ANY OTHER INDEBTEDNESS OF BORROWER
INCURRED PURSUANT TO THIS AGREEMENT OR ANY OTHER SECURITY INSTRUMENT (BUT
BORROWER SHALL HAVE A GRACE PERIOD OF THREE (3) DAYS FOLLOWING AN APPLICABLE DUE
DATE DURING WHICH TO CORRECT A DELINQUENCY IN PAYMENT); OR
(B)
ANY REPRESENTATION OR WARRANTY MADE BY BORROWER OR GUARANTOR UNDER
THIS AGREEMENT, OR IN ANY CERTIFICATE OR STATEMENT FURNISHED OR MADE TO ANY BANK
PURSUANT HERETO, OR IN CONNECTION HEREWITH, OR IN CONNECTION WITH ANY DOCUMENT
FURNISHED HEREUNDER, SHALL PROVE TO BE UNTRUE IN ANY MATERIAL RESPECT AS OF THE
DATE ON WHICH SUCH REPRESENTATION OR WARRANTY IS MADE (OR DEEMED MADE), OR ANY
REPRESENTATION, STATEMENT (INCLUDING FINANCIAL STATEMENTS), CERTIFICATE, REPORT
OR OTHER DATA FURNISHED OR TO BE FURNISHED OR MADE BY BORROWER OR GUARANTOR
UNDER ANY SECURITY INSTRUMENT, INCLUDING THIS AGREEMENT, PROVES TO HAVE BEEN
UNTRUE IN ANY MATERIAL RESPECT, AS OF THE DATE AS OF WHICH THE FACTS THEREIN SET
FORTH WERE STATED OR CERTIFIED, AND SUCH DEFAULT SHALL CONTINUE FOR MORE THAN
TEN (10) DAYS AFTER NOTICE FROM AGENT;
(C)
DEFAULT SHALL BE MADE IN THE DUE OBSERVANCE OR PERFORMANCE OF ANY
OF THE COVENANTS OR AGREEMENTS OF BORROWER OR GUARANTOR CONTAINED IN THE
SECURITY INSTRUMENTS, INCLUDING THIS AGREEMENT, AND SUCH DEFAULT SHALL CONTINUE
FOR MORE THAN TEN (10) DAYS AFTER NOTICE FROM AGENT; PROVIDED, HOWEVER, THAT A
DEFAULT UNDER SECTION 13(L) OF THIS AGREEMENT SHALL NOT BECOME AN EVENT OF
DEFAULT UNDER THIS SECTION 14 UNLESS BORROWER FAILS TO PAY THE OUTSTANDING
BALANCE ON THE NOTES WITHIN THE 120 DAY PERIOD SPECIFIED THEREIN; OR
-38-
(D)
DEFAULT SHALL BE MADE IN RESPECT OF ANY OBLIGATION FOR BORROWED
MONEY OWED BY BORROWER OR GUARANTOR IN EXCESS OF $1,000,000, OTHER THAN THE
NOTES, (DIRECTLY, BY ASSUMPTION, AS GUARANTOR OR OTHERWISE), OR ANY OBLIGATIONS
IN EXCESS OF $1,000,000 SECURED BY ANY MORTGAGE, PLEDGE OR OTHER SECURITY
INTEREST, LIEN, CHARGE OR ENCUMBRANCE WITH RESPECT THERETO, ON ANY ASSET OR
PROPERTY OF BORROWER OR GUARANTOR OR IN RESPECT OF ANY AGREEMENT RELATING TO ANY
SUCH OBLIGATIONS, AND SUCH DEFAULT SHALL CONTINUE BEYOND THE APPLICABLE GRACE
PERIOD, IF ANY; OR
(E)
BORROWER OR GUARANTOR SHALL COMMENCE A VOLUNTARY CASE OR OTHER
PROCEEDINGS SEEKING LIQUIDATION, REORGANIZATION OR OTHER RELIEF WITH RESPECT TO
EITHER OF THEM OR THEIR DEBTS UNDER ANY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR
LAW NOW OR HEREAFTER IN EFFECT OR SEEKING AN APPOINTMENT OF A TRUSTEE, RECEIVER,
LIQUIDATOR, CUSTODIAN OR OTHER SIMILAR OFFICIAL OF IT OR ANY SUBSTANTIAL PART OF
THEIR PROPERTY, OR SHALL CONSENT TO ANY SUCH RELIEF OR TO THE APPOINTMENT OF OR
TAKING POSSESSION BY ANY SUCH OFFICIAL IN AN INVOLUNTARY CASE OR OTHER
PROCEEDING COMMENCED AGAINST EITHER OF THEM, OR SHALL MAKE A GENERAL ASSIGNMENT
FOR THE BENEFIT OF CREDITORS, OR SHALL FAIL GENERALLY TO PAY THEIR DEBTS AS THEY
BECOME DUE, OR SHALL TAKE ANY CORPORATE ACTION AUTHORIZING THE FOREGOING; OR
(F)
AN INVOLUNTARY CASE