MATERIAL PART OF
ITS PROPERTY IS INSTITUTED WITHOUT THE CONSENT OF SUCH PERSON AND CONTINUES
UNDISMISSED OR UNSTAYED FOR 60 CALENDAR DAYS, OR AN ORDER FOR RELIEF IS ENTERED
IN ANY SUCH PROCEEDING; OR
(G)
INABILITY TO PAY DEBTS; ATTACHMENT.
(I) ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES BECOMES UNABLE OR ADMITS IN WRITING ITS INABILITY OR FAILS
GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE, OR (II) ANY WRIT OR WARRANT OF
ATTACHMENT OR EXECUTION OR SIMILAR PROCESS IS ISSUED OR LEVIED AGAINST ALL OR
ANY MATERIAL PART OF THE PROPERTY OF ANY SUCH PERSON AND IS NOT RELEASED,
VACATED OR FULLY BONDED WITHIN 30 DAYS AFTER ITS ISSUE OR LEVY; OR
(H)
JUDGMENTS.
THERE IS ENTERED AGAINST ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES (I) A FINAL JUDGMENT OR ORDER FOR THE PAYMENT OF MONEY IN AN
AGGREGATE AMOUNT EXCEEDING THE
97
THRESHOLD AMOUNT (TO THE EXTENT NOT COVERED BY INDEPENDENT THIRD-PARTY INSURANCE
AS TO WHICH THE INSURER IS RATED AT LEAST "A" BY A.M. BEST COMPANY, HAS BEEN
NOTIFIED OF THE POTENTIAL CLAIM AND DOES NOT DISPUTE COVERAGE), OR (II) ANY ONE
OR MORE NON-MONETARY FINAL JUDGMENTS THAT HAVE, OR COULD REASONABLY BE EXPECTED
TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND, IN
EITHER CASE, (A) ENFORCEMENT PROCEEDINGS ARE COMMENCED BY ANY CREDITOR UPON SUCH
JUDGMENT OR ORDER, OR (B) THERE IS A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH
A STAY OF ENFORCEMENT OF SUCH JUDGMENT, BY REASON OF A PENDING APPEAL OR
OTHERWISE, IS NOT IN EFFECT; OR
(I)
ERISA.
AN ERISA EVENT OCCURS WITH RESPECT TO A PENSION PLAN OR
MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT
IN LIABILITY OF ANY LOAN PARTY IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD
AMOUNT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
ANY MATERIAL PROVISION OF ANY LOAN
DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON OTHER
THAN AS EXPRESSLY PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION IN FULL OF
ALL THE OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR
ANY OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY
PROVISION OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES THAT IT HAS ANY OR
FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN DOCUMENT, OR PURPORTS TO REVOKE,
TERMINATE OR RESCIND ANY LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL OR THE
SPONSOR CEASES TO CONTROL THE BORROWER; OR
(L)
COLLATERAL DOCUMENT.
ANY COLLATERAL DOCUMENT AFTER DELIVERY
THEREOF PURSUANT TO SECTION 4.01 OR 6.12 SHALL FOR ANY REASON (OTHER THAN
PURSUANT TO THE TERMS THEREOF) CEASE TO CREATE A VALID AND PERFECTED FIRST
PRIORITY (SUBJECT TO PERMITTED LIENS) LIEN ON AND SECURITY INTEREST IN THE
COLLATERAL PURPORTED TO BE COVERED THEREBY; OR ANY LOAN PARTY CONTESTS IN ANY
MANNER THE VALIDITY, PERFECTION OR PRIORITY OF ANY LIEN OR SECURITY INTEREST IN
THE COLLATERAL PURPORTED TO BE COVERED