CONDITION OR EVENT, WITH RESPECT TO ANY
INDEBTEDNESS (OTHER THAN THE TERM LOAN) OR ANY CONTINGENT OBLIGATIONS, IF THE
EFFECT OF SUCH BREACH, DEFAULT OR OCCURRENCE IS TO CAUSE OR TO PERMIT THE HOLDER
OR HOLDERS THEN TO CAUSE, INDEBTEDNESS AND/OR CONTINGENT OBLIGATIONS HAVING
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AN INDIVIDUAL PRINCIPAL AMOUNT IN EXCESS OF $10,000 OR HAVING AN AGGREGATE
PRINCIPAL AMOUNT IN EXCESS OF $50,000 TO BECOME OR BE DECLARED DUE PRIOR TO
THEIR STATED MATURITY; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF ANY LOAN PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN (1) THE BDCF FEE
LETTER, (2) SECTION 7.2 WHICH FAILURE CONTINUES FOR MORE THAN FIVE (5) BUSINESS
DAYS AFTER THE DATE SPECIFIED FOR PERFORMANCE OR COMPLIANCE WITH SUCH TERM OR
CONDITION, (3) THAT PORTION OF SECTION 5.2 RELATING TO THE LOAN PARTIES'
OBLIGATION TO MAINTAIN INSURANCE, OR (4) SECTION 5.1(B), SECTION 5.3, SECTION
5.4, SECTION 6 OR SECTION 7.1; OR
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION, WARRANTY, CERTIFICATION
OR OTHER STATEMENT MADE BY ANY LOAN PARTY IN ANY LOAN DOCUMENT OR IN ANY
STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN WRITING PURSUANT OR
IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY MATERIAL RESPECT (WITHOUT
DUPLICATION OF MATERIALITY QUALIFIERS CONTAINED THEREIN) ON THE DATE MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS. ANY LOAN PARTY DEFAULTS IN
THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM CONTAINED IN THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS (OTHER THAN OCCURRENCES DESCRIBED IN OTHER PROVISIONS
OF THIS SECTION 8.1 FOR WHICH A DIFFERENT GRACE OR CURE PERIOD IS SPECIFIED, OR
FOR WHICH NO CURE PERIOD IS SPECIFIED AND WHICH CONSTITUTE IMMEDIATE EVENTS OF
DEFAULT) AND SUCH DEFAULT IS NOT REMEDIED OR WAIVED WITHIN TEN (10) DAYS AFTER
THE EARLIER OF (1) RECEIPT BY BORROWER OF NOTICE FROM AGENT OR REQUISITE LENDERS
OF SUCH DEFAULT OR (2) ACTUAL KNOWLEDGE OF BORROWER OR ANY OTHER LOAN PARTY OF
SUCH DEFAULT; OR
(F)
INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.
(1) A
COURT ENTERS A DECREE OR ORDER FOR RELIEF WITH RESPECT TO ANY LOAN PARTY IN AN
INVOLUNTARY CASE UNDER THE BANKRUPTCY CODE, WHICH DECREE OR ORDER IS NOT STAYED
OR OTHER SIMILAR RELIEF IS NOT GRANTED UNDER ANY APPLICABLE FEDERAL OR STATE
LAW; OR (2) THE CONTINUANCE OF ANY OF THE FOLLOWING EVENTS FOR SIXTY (60) DAYS
UNLESS DISMISSED, BONDED OR DISCHARGED:
(A) AN INVOLUNTARY CASE IS COMMENCED
AGAINST ANY LOAN PARTY, UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER
SIMILAR LAW NOW OR HEREAFTER IN EFFECT; OR (B) A DECREE OR ORDER OF A COURT FOR
THE APPOINTMENT OF A RECEIVER, LIQUIDATOR, SEQUESTRATOR, TRUSTEE, CUSTODIAN OR
OTHER OFFICER HAVING SIMILAR POWERS OVER ANY LOAN PARTY, OR OVER ALL OR A
SUBSTANTIAL PART OF ITS PROPERTY, IS ENTERED; OR (C) A RECEIVER, TRUSTEE OR
OTHER CUSTODIAN IS APPOINTED WITHOUT THE CONSENT OF A LOAN PARTY, FOR ALL OR A
SUBSTANTIAL PART OF THE PROPERTY OF THE LOAN PARTY; OR
(G)
VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER,