WITHIN THREE (3) BUSINESS DAYS AFTER THE DATE DUE; OR (III) ANY
OTHER AMOUNT DUE HEREUNDER WITHIN THREE (3) BUSINESS DAYS AFTER DELIVERY OF
NOTICE FROM THE ADMINISTRATIVE AGENT; OR
(B)
DEFAULT IN OTHER AGREEMENTS. (I) FAILURE OF
ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO PAY WHEN DUE ANY
PRINCIPAL OF ONE OR MORE ITEMS OF INDEBTEDNESS (OTHER THAN INDEBTEDNESS REFERRED
TO IN SECTION 8.01(A)) IN A PRINCIPAL AMOUNT OF $6,000,000 OR MORE,
79
INDIVIDUALLY OR IN THE AGGREGATE, IN EACH CASE BEYOND THE GRACE PERIOD, IF ANY,
PROVIDED THEREFOR; OR (II) BREACH OR DEFAULT BY ANY LOAN PARTY WITH RESPECT TO
ANY OTHER MATERIAL TERM OF (1) ONE OR MORE ITEMS OF INDEBTEDNESS IN THE
INDIVIDUAL OR AGGREGATE PRINCIPAL AMOUNTS REFERRED TO IN CLAUSE (I) ABOVE OR
(2) ANY LOAN AGREEMENT, MORTGAGE, INDENTURE OR OTHER AGREEMENT RELATING TO SUCH
ITEM(S) OF INDEBTEDNESS, IN EACH CASE BEYOND THE GRACE PERIOD, IF ANY, PROVIDED
THEREFOR, IF THE EFFECT OF SUCH BREACH OR DEFAULT IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF THAT INDEBTEDNESS (OR A TRUSTEE ON BEHALF OF SUCH HOLDER OR
HOLDERS), TO CAUSE, THAT INDEBTEDNESS TO BECOME OR BE DECLARED DUE AND PAYABLE
(OR REDEEMABLE) PRIOR TO ITS STATED MATURITY OR THE STATED MATURITY OF ANY
UNDERLYING OBLIGATION, AS THE CASE MAY BE; PROVIDED, HOWEVER, WITH RESPECT TO
ANY FAILURE TO PAY OR BREACH OR DEFAULT OR EVENT OF DEFAULT (AS DEFINED IN THE
FIRST LIEN CREDIT AGREEMENT) UNDER THE FIRST LIEN CREDIT AGREEMENT (OTHER THAN A
PAYMENT DEFAULT UNDER OR AN ACCELERATION OF THE FIRST LIEN CREDIT AGREEMENT),
SUCH EVENT SHALL ONLY CONSTITUTE AN EVENT OF DEFAULT HEREUNDER IF SUCH EVENT
OCCURS AND IS NOT CURED OR WAIVED WITHIN FORTY-FIVE (45) DAYS AFTER SUCH EVENT
BECOMES AN EVENT OF DEFAULT (AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT); OR
(C)
BREACH OF CERTAIN COVENANTS. (I) FAILURE OF
ANY LOAN PARTY TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN
SECTION 2.16, SECTION 5.02 OR ARTICLE SIX; OR (II) FAILURE OF ANY LOAN PARTY TO
PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN SECTION 5.01(A)
THROUGH (D) AND SUCH FAILURE SHALL NOT HAVE BEEN REMEDIED OR WAIVED WITHIN TEN
(10) BUSINESS DAYS AFTER SUCH FAILURE; OR
(D)
BREACH OF REPRESENTATIONS, ETC. ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR OTHER STATEMENT MADE OR DEEMED MADE
BY ANY LOAN PARTY IN ANY LOAN DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT ANY
TIME GIVEN BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES IN WRITING PURSUANT
HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL BE FALSE IN ANY
MATERIAL RESPECT AS OF THE DATE MADE OR DEEMED MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS. ANY
LOAN PARTY SHALL DEFAULT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM
CONTAINED HEREIN OR ANY OF THE OTHER LOAN DOCUMENTS, OTHER THAN ANY SUCH TERM
REFERRED TO IN ANY OTHER SECTION OF THIS SECTION 8.01, AND SUCH DEFAULT SHALL
NOT HAVE BEEN