SIMILAR OFFICIAL
FOR THE BORROWER OR ANY SUBSIDIARY OR FOR A SUBSTANTIAL PART OF ITS ASSETS, AND,
IN ANY SUCH CASE, SUCH PROCEEDING OR PETITION SHALL CONTINUE UNDISMISSED FOR 30
DAYS OR AN ORDER OR DECREE APPROVING OR ORDERING ANY OF THE FOREGOING SHALL BE
ENTERED.
(I)
THE BORROWER OR ANY SUBSIDIARY SHALL (I) VOLUNTARILY COMMENCE ANY
PROCEEDING OR FILE ANY PETITION SEEKING LIQUIDATION, REORGANIZATION OR OTHER
RELIEF UNDER ANY FEDERAL, STATE OR FOREIGN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP
OR SIMILAR LAW NOW OR HEREAFTER IN EFFECT, (II) CONSENT TO THE INSTITUTION OF,
OR FAIL TO CONTEST IN A TIMELY AND APPROPRIATE MANNER, ANY PROCEEDING OR
PETITION DESCRIBED IN SECTION 10.01(H), (III) APPLY FOR OR CONSENT TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR
SIMILAR OFFICIAL FOR THE BORROWER OR ANY SUBSIDIARY OR FOR A SUBSTANTIAL PART OF
ITS ASSETS, (IV) FILE AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION
FILED AGAINST IT IN ANY SUCH PROCEEDING, (V) MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OR (VI) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF
THE FOREGOING.
(J)
THE BORROWER OR ANY SUBSIDIARY SHALL BECOME UNABLE, ADMIT IN
WRITING ITS INABILITY OR FAIL GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE.
(K)
(I) ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE
AMOUNT IN EXCESS OF $1,000,000 (TO THE EXTENT NOT COVERED BY INDEPENDENT THIRD
PARTY INSURANCE PROVIDED BY INSURERS OF THE HIGHEST CLAIMS PAYING RATING OR
FINANCIAL STRENGTH AS TO WHICH THE INSURER DOES NOT DISPUTE COVERAGE AND IS NOT
SUBJECT TO AN INSOLVENCY PROCEEDING) OR (II) ANY ONE OR MORE NON-MONETARY
JUDGMENTS THAT HAVE, OR COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT, SHALL BE RENDERED AGAINST THE
BORROWER, ANY SUBSIDIARY OR ANY COMBINATION THEREOF AND THE SAME SHALL REMAIN
UNDISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH EXECUTION SHALL
NOT BE EFFECTIVELY STAYED, OR ANY
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action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment.
(L)
THE LOAN DOCUMENTS AFTER DELIVERY THEREOF SHALL FOR ANY REASON,
EXCEPT TO THE EXTENT PERMITTED BY THE TERMS THEREOF, CEASE TO BE IN FULL FORCE
AND EFFECT AND VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS
AGAINST THE BORROWER OR A GUARANTOR PARTY THERETO OR SHALL BE REPUDIATED BY ANY
OF THEM, OR CEASE TO CREATE A VALID AND PERFECTED LIEN OF THE PRIORITY REQUIRED
THEREBY ON ANY OF THE COLLATERAL PURPORTED TO BE COVERED THEREBY, EXCEPT TO THE
EXTENT PERMITTED BY THE TERMS OF THIS AGREEMENT, OR THE BORROWER OR ANY
SUBSIDIARY OR ANY OF THEIR AFFILIATES SHALL SO STATE IN WRITING.
(M)
AN ERISA EVENT SHALL HAVE OCCURRED THAT, IN THE OPINION OF THE
MAJORITY LENDERS, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA EVENTS THAT HAVE
OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE BORROWER
AND ITS