OFFICIAL OF IT OR ANY SUBSTANTIAL PART OF
ITS PROPERTY, OR CONSENTS TO ANY SUCH RELIEF OR TO THE APPOINTMENT OF OR TAKING
POSSESSION BY ANY SUCH OFFICIAL IN AN INVOLUNTARY CASE OR OTHER PROCEEDING
COMMENCED AGAINST IT, OR FAILS GENERALLY TO, OR CANNOT, PAY ITS DEBTS GENERALLY
AS THEY BECOME DUE OR TAKES ANY CORPORATE ACTION TO AUTHORIZE OR EFFECT ANY OF
THE FOREGOING; OR
(H)
ASSIGNMENTS FOR BENEFIT OF CREDITORS OR
ADMISSIONS OF INSOLVENCY - ANY OBLIGOR MAKES AN ASSIGNMENT FOR THE BENEFIT OF
ITS CREDITORS, OR ADMITS IN WRITING ITS INSOLVENCY (INCLUDING ANY ADMISSION OF
ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE), OR CONSENTS TO THE
APPOINTMENT OF A RECEIVER, RECEIVER-MANAGER, INTERIM RECEIVER, MONITOR, TRUSTEE,
OR LIQUIDATOR OF SUCH OBLIGOR OR OF ALL OR ANY SUBSTANTIAL PART OF ITS PROPERTY;
OR
(I)
UNDISCHARGED JUDGMENTS - A FINAL
NON-APPEALABLE JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY EXCEEDING, IN THE
AGGREGATE, $5,000,000 (EXCLUSIVE OF AMOUNTS COVERED BY INSURANCE) IS RENDERED BY
ANY COURT OR OTHER GOVERNMENTAL AUTHORITY AGAINST ANY OBLIGOR AND SUCH OBLIGOR
DOES NOT DISCHARGE THE SAME OR PROVIDE FOR ITS DISCHARGE IN ACCORDANCE WITH ITS
TERMS, OR PROCURE A STAY OF EXECUTION THEREOF WITHIN 30 DAYS FROM THE DATE OF
ENTRY THEREOF; OR
(J)
SECURITY DOCUMENTS - ANY SECURITY
DOCUMENT AFTER DELIVERY THEREOF, SHALL CEASE FOR ANY REASON, EXCEPT TO THE
EXTENT PERMITTED BY THE TERMS OF THIS AGREEMENT OR SUCH SECURITY DOCUMENT, TO
CREATE A VALID AND PERFECTED LIEN OF THE FIRST PRIORITY (SUBJECT TO THE
PERMITTED LIENS), REQUIRED THEREBY ON ANY OF THE COLLATERAL INDIVIDUALLY OR IN
THE AGGREGATE HAVING A FAIR MARKET VALUE IN EXCESS OF $1,000,000 PURPORTED TO BE
COVERED THEREBY AND SECURING THAT PORTION OF THE OBLIGATIONS WHICH IS THEREIN
DESIGNATED AS BEING SECURED, OR ANY OBLIGOR (OR ANY OTHER PERSON WHO MAY HAVE
GRANTED OR PURPORTED TO GRANT SUCH LIEN) WILL SO STATE IN WRITING OR, AFTER THE
CREATION THEREOF AS HEREIN PROVIDED,
AGENTS SHALL CEASE TO HAVE VALID,
PERFECTED, FIRST PRIORITY LIENS UPON THE ISSUED AND OUTSTANDING EQUITY INTERESTS
IN AND TO ALL SUBSIDIARIES OF U.S. BORROWER TO THE EXTENT REQUIRED BY THE TERMS
OF THIS AGREEMENT; OR
(K)
CHANGE OF CONTROL; OWNERSHIP OF
SUBSIDIARIES - (I) EXCEPT FOR THE CANADIAN OUTSIDE EQUITY OWNERS, ANY PERSON
OTHER THAN U.S. BORROWER OR ITS SUBSIDIARIES SHALL OWN ANY EQUITY INTEREST IN
ANY BORROWER OR ANY MATERIAL SUBSIDIARY OR ANY PERSON OTHER THAN AN AGENT SHALL
ACQUIRE ANY LIEN ON ANY EQUITY INTEREST IN ANY BORROWER OR ANY MATERIAL
SUBSIDIARY; OR (II) ANY CHANGE OF CONTROL SHALL OCCUR; OR
(L)
UNINSURED LOSS - ANY OBLIGOR SHALL BE
THE SUBJECT OF ANY UNINSURED OR UNINDEMNIFIED CASUALTY LOSSES EXCEEDING, IN THE
AGGREGATE, $10,000,000 IN BOOK VALUE IN ANY FISCAL YEAR; OR
(M)
MATERIAL ADVERSE CHANGE - ANY EVENT SHALL HAVE
OCCURRED WHICH CONSTITUTES, IN THE GOOD FAITH OPINION OF A
COMMERCIAL BANKER
ACTING REASONABLY, A MATERIAL ADVERSE
EFFECT
(I)
ON THE VALIDITY OR
ENFORCEABILITY OF ANY OF THE LOAN DOCUMENTS