BANKRUPTCY OR FOR REORGANIZATION OR FOR THE ADOPTION OF AN
ARRANGEMENT UNDER THE BANKRUPTCY ACT AS NOW OR IN THE FUTURE AMENDED, OR FILE A
PLEADING ASKING SUCH RELIEF, OR HAVE OR SUFFER TO BE FILED AN INVOLUNTARY
PETITION IN BANKRUPTCY AGAINST IT WHICH IS NOT CONTESTED AND DISCHARGED WITHIN
SIXTY (60) DAYS; OR
(iii)
MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS GENERALLY; OR
(iv)
CONSENT TO THE APPOINTMENT OF A TRUSTEE, CUSTODIAN, OR RECEIVER FOR ALL OR A
MAJOR PORTION OF ITS PROPERTY; OR
(v)
BE ADJUDICATED BANKRUPT OR INSOLVENT UNDER ANY FEDERAL OR STATE LAW; OR
(vi)
SUFFER THE ENTRY OF A COURT ORDER UNDER ANY FEDERAL OR STATE LAW APPOINTING A
RECEIVER, CUSTODIAN, OR TRUSTEE FOR ALL OR A MAJOR PART OF ITS PROPERTY OR
ORDERING THE WINDING UP OR LIQUIDATION OF ITS AFFAIRS, OR APPROVING A PETITION
FILED AGAINST IT UNDER THE BANKRUPTCY ACT, AS NOW OR IN THE FUTURE AMENDED; OR
(vii)
SUFFER THE ENTRY OF A FINAL JUDGMENT FOR THE PAYMENT OF MONEY IN EXCESS OF ONE
MILLION DOLLARS ($1,000,000) AND THE SAME SHALL NOT BE PAID OR OTHERWISE
DISCHARGED OR PROVISION MADE FOR ITS DISCHARGE WITHIN 45 DAYS FROM THE DATE OF
ENTRY THEREOF OR AN APPEAL OR OTHER APPROPRIATE PROCEEDING FOR REVIEW THEREOF
SHALL NOT BE TAKEN WITHIN SAID PERIOD AND A STAY OF EXECUTION PENDING SUCH
APPEAL SHALL NOT BE OBTAINED; OR
(viii)
SUFFER A WRIT OR WARRANT OF ATTACHMENT OR ANY SIMILAR PROCESS TO BE ISSUED BY
ANY COURT AGAINST ALL OR ANY SUBSTANTIAL PORTION OF ITS PROPERTY.
(G)
THE ISSUANCE OF ANY SUPERVISORY ACTION AGAINST THE BORROWER, THE BANK
OR OTHER SUBSIDIARIES OR THE BORROWER'S, THE BANK'S OR THE OTHER SUBSIDIARIES'
DIRECTORS, WHETHER TEMPORARY OR PERMANENT, BY OR AT THE REQUEST OF ANY BANK
REGULATORY AGENCY, IN EACH CASE, UNLESS SUCH SUPERVISORY ACTION WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; PROVIDED, HOWEVER,
THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING
WITHOUT LIMITATION SECTION 5.9 HEREOF), BORROWER SHALL NOT BE REQUIRED TO
DISCLOSE THE EXISTENCE OF ANY SUPERVISORY ACTION TO THE EXTENT THAT SUCH
DISCLOSURE IS PROHIBITED BY APPLICABLE LAW OR REGULATION; BUT FURTHER PROVIDED
THAT (I) SECTION 5.9 OF THIS AGREEMENT SHALL NEVERTHELESS REQUIRE BORROWER TO
DISCLOSE TO LENDER THE MAXIMUM AMOUNT OF INFORMATION LEGALLY PERMISSIBLE TO BE
DISCLOSED REGARDING ANY SUCH SUPERVISORY ACTION
AND (II) SUCH SUPERVISORY
ACTION MAY, EVEN IF CONFIDENTIAL, CONSTITUTE AN EVENT OF DEFAULT HEREUNDER IF
LENDER BECOMES AWARE OF SUCH SUPERVISORY ACTION THROUGH OTHER CHANNELS WITHOUT
THE VIOLATION OF APPLICABLE LAW OR REGULATION;
(H)
THERE SHALL OCCUR ANY CHANGE IN CONTROL; OR
(I)
THE FAILURE OF THE BORROWER, THE BANK, OR ANY OTHER SUBSIDIARY, OR
THE BORROWER'S, THE BANK'S, OR ANY OTHER SUBSIDIARY'S DIRECTORS TO COMPLY WITH
THE TERMS OF ANY MEMORANDUM OF UNDERSTANDING OR LETTER AGREEMENT WITH ANY BANK
REGULATORY AGENCY, INCLUDING BUT NOT LIMITED TO ANY APPLICABLE STATE BANK
REGULATORY AGENCY, FEDERAL DEPOSIT INSURANCE CORPORATION, THE OFFICE OF THE
COMPTROLLER OF THE CURRENCY, THE