ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES
SHALL FAIL TO PAY ANY PRINCIPAL OF, PREMIUM OR INTEREST ON OR ANY OTHER AMOUNT
PAYABLE IN RESPECT OF ANY DEBT OR ANY HEDGE AGREEMENT OF SUCH LOAN PARTY OR SUCH
SUBSIDIARY (AS THE CASE MAY BE) THAT IS OUTSTANDING IN A PRINCIPAL AMOUNT, OR IN
THE CASE OF ANY HEDGE AGREEMENT AN AGREEMENT VALUE, OF AT LEAST $5,000,000
EITHER INDIVIDUALLY OR IN THE AGGREGATE FOR ALL SUCH LOAN PARTIES AND
SUBSIDIARIES (BUT EXCLUDING DEBT OUTSTANDING HEREUNDER) OF SUCH LOAN PARTY OR
SUCH SUBSIDIARY (AS THE CASE MAY BE), WHEN THE SAME BECOMES DUE AND PAYABLE
(WHETHER BY 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 RELATING TO SUCH DEBT; OR ANY
OTHER EVENT SHALL OCCUR OR CONDITION SHALL EXIST UNDER ANY AGREEMENT OR
INSTRUMENT RELATING TO ANY SUCH DEBT 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 TO PERMIT THE ACCELERATION OF,
THE MATURITY OF SUCH DEBT OR OTHERWISE TO CAUSE, OR TO PERMIT THE HOLDER THEREOF
TO CAUSE, SUCH DEBT TO MATURE; OR ANY SUCH DEBT 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 AN OFFER
TO PREPAY, REDEEM, PURCHASE OR DEFEASE SUCH DEBT SHALL BE REQUIRED TO BE MADE,
IN EACH CASE PRIOR TO THE STATED MATURITY THEREOF PROVIDED, HOWEVER, THAT NO
EVENT OF DEFAULT SHALL ARISE UNDER THIS CLAUSE (F) AS A RESULT OF THE NONPAYMENT
OF ANY DEBT OR ANY HEDGE AGREEMENT OF ANY PERSON WHICH IS ACQUIRED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES AS PERMITTED HEREUNDER AFTER THE DATE HEREOF
SO LONG AS THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF SUCH DEBT, OR AGREEMENT
VALUE OF SUCH HEDGE AGREEMENT, DOES NOT EXCEED $25,000,000 AND SUCH NONPAYMENT
DOES NOT CONTINUE FOR MORE THAN THREE (3) BUSINESS DAYS AFTER THE ACQUISITION OF
SUCH PERSON; OR
(G)
THE COMPANY, ANY LOAN PARTY WHICH IS A
SIGNIFICANT SUBSIDIARY OR ANY OF ITS SIGNIFICANT SUBSIDIARIES SHALL GENERALLY
NOT PAY ITS DEBTS AS SUCH DEBTS BECOME DUE, OR SHALL ADMIT IN WRITING ITS
INABILITY TO PAY ITS DEBTS GENERALLY, OR SHALL MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS; OR ANY PROCEEDING SHALL BE INSTITUTED BY OR AGAINST THE
COMPANY, ANY LOAN PARTY THAT IS A SIGNIFICANT SUBSIDIARY OR ANY OF THEIR
SIGNIFICANT SUBSIDIARIES SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR
SEEKING LIQUIDATION, WINDING UP, REORGANIZATION, ARRANGEMENT, ADJUSTMENT,
PROTECTION, RELIEF, OR COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW RELATING TO
BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR RELIEF OF DEBTORS, OR SEEKING THE
ENTRY OF AN ORDER FOR RELIEF OR THE APPOINTMENT OF A RECEIVER, TRUSTEE, OR OTHER
SIMILAR OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF