deemed made; or
(C)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF
ANY AGREEMENT CONTAINED IN CLAUSE (I) OR (II) OF SECTION 6.4(A) (WITH RESPECT TO
THE BORROWER ONLY), SECTION 6.5(B), SECTION 6.6(A) OR SECTION 7 OF THIS
AGREEMENT; OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF
ANY OTHER AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN AS PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION 8.1), AND
SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE TO
THE BORROWER FROM THE REQUIRED LENDERS; OR
(E)
ANY GROUP MEMBER (OTHER THAN AN INACTIVE SUBSIDIARY) (I) DEFAULTS
IN MAKING ANY PAYMENT OF ANY PRINCIPAL OF ANY INDEBTEDNESS (INCLUDING THE FIRST
LIEN LOANS, THE SECOND LIEN LOANS AND ANY GUARANTEE OBLIGATION, BUT EXCLUDING
THE LOANS) ON THE SCHEDULED OR ORIGINAL DUE DATE WITH RESPECT THERETO; OR (II)
DEFAULTS IN MAKING ANY PAYMENT OF ANY INTEREST ON ANY SUCH INDEBTEDNESS BEYOND
THE PERIOD OF GRACE, IF ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH
SUCH INDEBTEDNESS WAS CREATED; OR (III) DEFAULTS IN THE OBSERVANCE OR
PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY SUCH
INDEBTEDNESS OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT (INCLUDING THE FIRST
LIEN CREDIT AGREEMENT AND THE SECOND LIEN CREDIT AGREEMENT) EVIDENCING, SECURING
OR RELATING THERETO, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST, THE
EFFECT OF WHICH DEFAULT OR OTHER EVENT OR CONDITION IS TO RESULT IN, WHETHER BY
ELECTION OF THE HOLDER OR BENEFICIARY OF SUCH INDEBTEDNESS (OR A TRUSTEE OR
AGENT ON BEHALF OF SUCH HOLDER OR BENEFICIARY) OR OTHERWISE, SUCH INDEBTEDNESS
BECOMING DUE PRIOR TO ITS STATED MATURITY OR BECOMING SUBJECT TO A MANDATORY
OFFER TO PURCHASE BY THE OBLIGOR THEREUNDER OR (IN THE CASE OF ANY SUCH
INDEBTEDNESS CONSTITUTING A GUARANTEE OBLIGATION) TO BECOME PAYABLE (A "CROSS
ACCELERATION"); PROVIDED, THAT A DEFAULT, EVENT OR CONDITION DESCRIBED IN CLAUSE
(I), (II) OR (III) OF THIS PARAGRAPH (E) SHALL NOT AT ANY TIME CONSTITUTE AN
EVENT OF DEFAULT UNLESS, AT SUCH TIME, ONE OR MORE DEFAULTS, EVENTS OR
CONDITIONS OF THE TYPE DESCRIBED IN CLAUSES (I), (II) AND (III) OF THIS
PARAGRAPH (E) SHALL HAVE OCCURRED AND BE CONTINUING WITH RESPECT TO INDEBTEDNESS
THE OUTSTANDING PRINCIPAL AMOUNT OF WHICH EXCEEDS IN THE AGGREGATE $3,000,000
(IT BEING UNDERSTOOD THAT THE REFERENCES TO CLAUSE (III) IN THIS PROVISO ONLY
ADDRESS A DEFAULT OR EVENT OR CONDITION THAT RESULTS IN A CROSS ACCELERATION);
OR
(F)
(I) ANY GROUP MEMBER (OTHER THAN AN INACTIVE SUBSIDIARY) SHALL
COMMENCE ANY CASE, PROCEEDING OR OTHER ACTION (A) UNDER ANY EXISTING OR FUTURE
LAW OF ANY JURISDICTION, DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR
RELIEF ENTERED WITH RESPECT TO IT, OR SEEKING TO ADJUDICATE IT A BANKRUPT OR
INSOLVENT, OR SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP,
LIQUIDATION, DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS
DEBTS, OR (B) SEEKING APPOINTMENT OF