HOLDINGS (AND, IN
THE CASE OF ANY FOREIGN CREDIT PARTY, ITS SHAREHOLDERS OR DIRECTORS ACTING WITH
RESPECT TO SUCH CREDIT PARTY) (I) FILES A PETITION OR CONVENES ANY MEETING
SEEKING RELIEF UNDER THE BANKRUPTCY CODE OR ANY OTHER APPLICABLE FEDERAL, STATE
OR FOREIGN BANKRUPTCY OR OTHER SIMILAR LAW, (II) CONVENES ANY MEETING, PRESENTS
ANY PETITION, CONSENTS TO OR FAILS TO CONTEST IN A TIMELY AND APPROPRIATE MANNER
OR TAKES ANY OTHER STEP FOR THE PURPOSES OF THE INSTITUTION OF PROCEEDINGS
THEREUNDER OR TO THE FILING OF ANY SUCH PETITION OR TO THE APPOINTMENT OF OR
TAKING POSSESSION BY A CUSTODIAN, ADMINISTRATOR, RECEIVER, LIQUIDATOR, ASSIGNEE,
58
TRUSTEE OR SEQUESTRATOR (OR SIMILAR OFFICIAL) FOR SUCH CREDIT PARTY OR HOLDINGS
OR FOR ANY SUBSTANTIAL PART OF ANY SUCH CREDIT PARTY'S ASSETS OR OF ASSETS OF
HOLDINGS, (III) ANY FOREIGN CREDIT PARTY CEASES TO PAY OR SUSPENDS PAYMENT OF
ALL OR ANY CLASS OF ITS DEBTS OR ANY CREDIT PARTY MAKES AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, (IV) TAKES ANY ACTION IN FURTHERANCE OF ANY OF THE
FOREGOING, (V) ADMITS IN WRITING ITS INABILITY TO, OR IS GENERALLY UNABLE TO,
PAY ITS DEBTS AS SUCH DEBTS BECOME DUE OR BECOMES INSOLVENT (ON A GOING CONCERN
OR, IN THE CASE OF A FOREIGN CREDIT PARTY ONLY, ON A BALANCE SHEET BASIS), OR
(VI) ENTERS INTO ANY AGREEMENT FOR THE RESCHEDULING, RESTRUCTURING OR
READJUSTMENT OF ITS DEBTS OR ANY CLASS THEREOF.
(J)
AN UNINSURED FINAL JUDGMENT OR JUDGMENTS
FOR THE PAYMENT OF MONEY IN EXCESS OF THE DOLLAR EQUIVALENT OF $500,000 IN THE
AGGREGATE AT ANY TIME ARE OUTSTANDING AGAINST ONE OR MORE OF THE CREDIT PARTIES
AND THE SAME ARE NOT, WITHIN THIRTY (30) DAYS AFTER THE ENTRY THEREOF,
DISCHARGED OR EXECUTION THEREOF STAYED OR BONDED PENDING APPEAL, OR SUCH
JUDGMENTS ARE NOT DISCHARGED PRIOR TO THE EXPIRATION OF ANY SUCH STAY.
(K)
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT
FOR ANY REASON CEASES TO BE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS (OR ANY CREDIT PARTY SHALL CHALLENGE THE ENFORCEABILITY OF ANY LOAN
DOCUMENT OR SHALL ASSERT IN WRITING, OR ENGAGE IN ANY ACTION OR INACTION BASED
ON ANY SUCH ASSERTION, THAT ANY PROVISION OF ANY OF THE LOAN DOCUMENTS HAS
CEASED TO BE OR OTHERWISE IS NOT VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS), OR ANY LIEN CREATED UNDER ANY LOAN DOCUMENT CEASES TO BE A
VALID AND PERFECTED FIRST PRIORITY LIEN (EXCEPT AS OTHERWISE PERMITTED HEREIN OR
THEREIN) IN ANY OF THE COLLATERAL PURPORTED TO BE COVERED THEREBY, AND REMAINS
UNREMEDIED FOR A PERIOD OF TEN (10) DAYS AFTER BORROWER OBTAINS KNOWLEDGE
THEREOF.
(L)
ANY CHANGE OF CONTROL OCCURS.
(M)
ANY EVENT OCCURS, WHETHER OR NOT INSURED OR
INSURABLE, AS A RESULT OF WHICH REVENUE-PRODUCING ACTIVITIES CEASE OR ARE
SUBSTANTIALLY CURTAILED AT ANY FACILITY OF BORROWER OR ANY SECURED GUARANTOR
GENERATING MORE THAN 5% OF BORROWER'S CONSOLIDATED REVENUES FOR THE FISCAL YEAR
PRECEDING SUCH EVENT AND SUCH CESSATION OR CURTAILMENT CONTINUES FOR MORE THAN
180 DAYS.