AFTER SUCH IMPOSITION) OR (Y) SUCH TAXES ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO
WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED ON SUCH COMPANY'S BOOKS;
(C)
FAILURE TO PERFORM UNDER, AND/OR COMMITTING ANY BREACH OF, IN ANY
MATERIAL RESPECT, THIS AGREEMENT OR ANY COVENANT CONTAINED HEREIN, WHICH FAILURE
OR BREACH SHALL CONTINUE WITHOUT REMEDY FOR A PERIOD OF FIFTEEN (15) DAYS AFTER
THE OCCURRENCE THEREOF;
(D)
ANY REPRESENTATION, WARRANTY OR STATEMENT MADE BY ANY COMPANY OR
ANY OF ITS SUBSIDIARIES HEREUNDER, IN ANY ANCILLARY AGREEMENT, ANY CERTIFICATE,
STATEMENT OR DOCUMENT DELIVERED PURSUANT TO THE TERMS HEREOF, OR IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHOULD PROVE TO BE FALSE OR
MISLEADING IN ANY MATERIAL RESPECT ON THE DATE AS OF WHICH MADE OR DEEMED MADE;
(E)
THE OCCURRENCE OF ANY DEFAULT (OR SIMILAR TERM) IN THE OBSERVANCE
OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY INDEBTEDNESS
OR CONTINGENT OBLIGATION OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES WHICH
INDIVIDUALLY OR IN THE AGGREGATE EXCEEDS $200,000 (INCLUDING, WITHOUT
LIMITATION, THE INDEBTEDNESS EVIDENCED BY THE SUBORDINATED DEBT DOCUMENTATION)
BEYOND THE PERIOD OF GRACE (IF ANY), THE EFFECT OF WHICH DEFAULT IS TO CAUSE, OR
PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY OR
BENEFICIARIES OF SUCH CONTINGENT OBLIGATION TO CAUSE, SUCH INDEBTEDNESS TO
BECOME DUE PRIOR TO ITS STATED MATURITY OR SUCH CONTINGENT OBLIGATION TO BECOME
PAYABLE;
(F)
ATTACHMENTS OR LEVIES IN EXCESS OF $50,000 IN THE AGGREGATE ARE
MADE UPON ANY COMPANY'S ASSETS OR A JUDGMENT IS RENDERED AGAINST ANY COMPANY'S
PROPERTY INVOLVING A LIABILITY OF MORE THAN $50,000 WHICH SHALL NOT HAVE BEEN
VACATED, DISCHARGED, STAYED OR BONDED WITHIN FORTY-FIVE (45) DAYS FROM THE ENTRY
THEREOF;
(G)
ANY CHANGE IN ANY COMPANY'S OR ANY OF ITS SUBSIDIARY'S CONDITION
OR AFFAIRS (FINANCIAL OR OTHERWISE) WHICH IN LAURUS' REASONABLE, GOOD FAITH
OPINION, COULD MORE LIKELY THAN NOT BE EXPECTED TO HAVE OR HAS HAD A MATERIAL
ADVERSE EFFECT;
(H)
ANY LIEN CREATED HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT FOR
ANY REASON CEASES TO BE OR IS NOT A VALID AND PERFECTED LIEN HAVING A FIRST
PRIORITY INTEREST;
(I)
ANY COMPANY OR ANY OF ITS SUBSIDIARIES SHALL (I) APPLY FOR,
CONSENT TO OR SUFFER TO EXIST THE APPOINTMENT OF, OR THE TAKING OF POSSESSION
BY, A RECEIVER, CUSTODIAN, TRUSTEE OR
34
LIQUIDATOR OF ITSELF OR OF ALL OR A SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE
A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (III) COMMENCE A VOLUNTARY
CASE UNDER THE FEDERAL BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (IV) BE
ADJUDICATED A BANKRUPT OR INSOLVENT, (V) FILE A PETITION SEEKING TO TAKE
ADVANTAGE OF ANY OTHER LAW PROVIDING FOR THE RELIEF OF DEBTORS, (VI) ACQUIESCE
TO WITHOUT CHALLENGE WITHIN TEN (10) DAYS OF THE FILING THEREOF, OR FAILURE TO
HAVE DISMISSED WITHIN FORTY-FIVE (45) DAYS, ANY PETITION FILED AGAINST IT IN ANY
INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR (VII) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING