UNDISMISSED OR UNSTAYED FOR A
PERIOD OF 45 DAYS OR MORE OR ANY ACTION SOUGHT IN SUCH PROCEEDINGS SHALL OCCUR
OR (III) ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY SHALL TAKE ANY
CORPORATE OR SIMILAR ACTION OR ANY OTHER ACTION TO AUTHORIZE ANY ACTION
DESCRIBED IN CLAUSE (I) OR (II) ABOVE;
(H)
AN EVENT OR DEVELOPMENT OCCURS WHICH HAS HAD A MATERIAL ADVERSE
EFFECT;
(I)
(I) ANY PROVISION OF ANY DEBT DOCUMENT SHALL FAIL TO BE VALID AND
BINDING ON, OR ENFORCEABLE AGAINST, A LOAN PARTY PARTY THERETO, OR (II) ANY DEBT
DOCUMENT PURPORTING TO GRANT A SECURITY INTEREST TO SECURE ANY OBLIGATION SHALL
FAIL TO CREATE A VALID AND ENFORCEABLE SECURITY INTEREST ON ANY COLLATERAL
PURPORTED TO BE COVERED THEREBY OR SUCH SECURITY INTEREST SHALL FAIL OR CEASE TO
BE A PERFECTED LIEN WITH THE PRIORITY REQUIRED IN THE RELEVANT DEBT DOCUMENT, OR
ANY LOAN PARTY SHALL STATE IN WRITING THAT ANY OF THE EVENTS DESCRIBED IN CLAUSE
(I) OR (II) ABOVE SHALL HAVE OCCURRED;
(J)
(I) ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY DEFAULTS UNDER
ANY MATERIAL AGREEMENT (AFTER ANY APPLICABLE GRACE PERIOD CONTAINED THEREIN) AND
THE EFFECT OF SUCH DEFAULT IS
23
Confidential Information, indicated by [***], has been omitted from this filing
and filed separately with the Securities Exchange Commission
TO PERMIT THE COUNTERPARTY THERETO TO TERMINATE SUCH MATERIAL AGREEMENT,
(II) (A) ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY FAILS TO MAKE (AFTER
ANY APPLICABLE GRACE PERIOD) ANY PAYMENT WHEN DUE (WHETHER DUE BECAUSE OF
SCHEDULED MATURITY, REQUIRED PREPAYMENT PROVISIONS, ACCELERATION, DEMAND OR
OTHERWISE) ON ANY INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) OF SUCH LOAN PARTY
OR SUCH SUBSIDIARY HAVING AN AGGREGATE PRINCIPAL AMOUNT (INCLUDING UNDRAWN
COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO ALL CREDITORS
UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN $250,000
("MATERIAL INDEBTEDNESS"), (B) ANY OTHER EVENT SHALL OCCUR OR CONDITION SHALL
EXIST UNDER ANY CONTRACTUAL OBLIGATION RELATING TO ANY SUCH MATERIAL
INDEBTEDNESS, IF THE EFFECT OF SUCH EVENT OR CONDITION IS TO ACCELERATE, OR TO
PERMIT THE ACCELERATION OF (WITHOUT REGARD TO ANY SUBORDINATION TERMS WITH
RESPECT THERETO), THE MATURITY OF SUCH MATERIAL INDEBTEDNESS OR (C) ANY SUCH
MATERIAL INDEBTEDNESS SHALL BECOME OR BE DECLARED TO BE DUE AND PAYABLE, OR BE
REQUIRED TO BE PREPAID, REDEEMED, DEFEASED OR REPURCHASED (OTHER THAN BY A
REGULARLY SCHEDULED REQUIRED PREPAYMENT), PRIOR TO THE STATED MATURITY THEREOF,
OR (III) BORROWER OR ANY SUBSIDIARY DEFAULTS (BEYOND ANY APPLICABLE GRACE
PERIOD) UNDER ANY OBLIGATION FOR PAYMENTS DUE OR OTHERWISE UNDER ANY LEASE
AGREEMENT THAT MEETS THE CRITERIA FOR THE REQUIREMENT OF AN ACCESS AGREEMENT
UNDER SECTION 6.6 AND THE EFFECT OF SUCH DEFAULT IS TO PERMIT THE LANDLORD TO
TERMINATE SUCH LEASE; OR
(K)
(I) THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY PERSON OR GROUP
(AS SUCH TERM IS USED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF
1934) OF [***] OF THE VOTING POWER OF THE VOTING STOCK OF BORROWER BY WAY