DUE AND PAYABLE, AND SUCH FAILURE
SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE (3) BUSINESS DAYS; OR
(C)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY OR ON BEHALF OF THE PARENT OR THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(INCLUDING THE SCHEDULES ATTACHED THERETO) AND ANY AMENDMENTS OR MODIFICATIONS
HEREOF OR WAIVERS HEREUNDER, OR IN ANY CERTIFICATE, REPORT, FINANCIAL STATEMENT
OR OTHER DOCUMENT SUBMITTED TO THE ADMINISTRATIVE AGENT OR THE LENDERS BY ANY
LOAN PARTY OR ANY REPRESENTATIVE OF ANY LOAN PARTY PURSUANT TO OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL PROVE TO BE INCORRECT IN
ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE OR SUBMITTED; OR
(D)
THE PARENT OR THE BORROWER SHALL FAIL TO
OBSERVE OR PERFORM ANY COVENANT OR OBLIGATION CONTAINED IN SECTIONS 5.1, 5.2, OR
5.3 (WITH RESPECT TO THE PARENT'S OR THE BORROWER'S EXISTENCE) OR ARTICLES VI OR
VII; OR
(E)
ANY LOAN PARTY SHALL FAIL TO OBSERVE OR
PERFORM ANY COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE
REFERRED TO IN CLAUSES (A), (B) AND (D) ABOVE) OR ANY OTHER LOAN DOCUMENT, AND
SUCH FAILURE SHALL REMAIN UNREMEDIED FOR 30 DAYS AFTER THE EARLIER OF (I) ANY
OFFICER OF THE PARENT OR THE BORROWER BECOMES AWARE OF SUCH FAILURE, OR
(II) NOTICE THEREOF SHALL HAVE BEEN GIVEN TO THE BORROWER BY THE ADMINISTRATIVE
AGENT OR ANY LENDER; OR
(F)
THE PARENT OR ANY OF ITS SUBSIDIARIES
(WHETHER AS PRIMARY OBLIGOR OR AS GUARANTOR OR OTHER SURETY) SHALL FAIL TO PAY
ANY PRINCIPAL OF, OR PREMIUM OR INTEREST ON, ANY MATERIAL INDEBTEDNESS THAT IS
OUTSTANDING, WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE (WHETHER AT
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 EVIDENCING OR GOVERNING SUCH INDEBTEDNESS; OR ANY
OTHER EVENT SHALL OCCUR OR CONDITION SHALL EXIST UNDER ANY AGREEMENT OR
INSTRUMENT RELATING TO SUCH INDEBTEDNESS 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 PERMIT THE ACCELERATION OF, THE
MATURITY OF SUCH INDEBTEDNESS; OR ANY SUCH INDEBTEDNESS SHALL BE DECLARED TO BE
DUE AND PAYABLE, OR REQUIRED TO BE PREPAID OR REDEEMED (OTHER THAN BY A
REGULARLY SCHEDULED REQUIRED PREPAYMENT OR REDEMPTION), PURCHASED OR DEFEASED,
OR ANY OFFER TO PREPAY, REDEEM, PURCHASE OR DEFEASE SUCH INDEBTEDNESS SHALL BE
REQUIRED TO BE MADE, IN EACH CASE PRIOR TO THE STATED MATURITY THEREOF; OR
(G)
ANY LOAN PARTY, DETROIT STOKER (SO LONG AS
DETROIT STOKER REMAINS A SUBSIDIARY OF THE PARENT) OR ANY OTHER MATERIAL
SUBSIDIARY OF THE PARENT SHALL (I) COMMENCE A VOLUNTARY CASE OR OTHER PROCEEDING
OR FILE ANY PETITION SEEKING LIQUIDATION, REORGANIZATION OR OTHER RELIEF UNDER
ANY FEDERAL, STATE OR FOREIGN BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW NOW OR
72