ARTICLE 8.

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a)                                  any Borrower shall fail to pay any principal of any Loan when due; or

(b)                                 any Borrower shall fail to pay any interest on any Loan or any fee or any other amount payable by it hereunder within three Business Days after the due date thereof; or

(c)                                  the Company shall fail to observe or perform any covenant contained in Section 6.3(b), Section 6.5, Section 6.6, the first sentence of Section 6.7, Section 6.8 or Section 6.9 or the Company shall fail to make any payment required under Article 7; or

(d)                                 any Borrower shall fail to observe or perform any covenant or agreement contained in this Credit Agreement (other than those referred to in clauses (a) through (c) above) for 30 days after written notice thereof has been given to the Company by the Administrative Agent at the request of any Lender; or

(e)                                  any representation, warranty, certification or statement made or deemed made herein (or in any modification or supplement hereto) by any Borrower, or any certificate, financial

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