DEEMED TO BE MADE BY THE
COMPANY UNDER OR IN
50
CONNECTION WITH THIS AGREEMENT OR ANY MONTHLY REPORT DELIVERED PURSUANT HERETO
PROVES TO HAVE BEEN FALSE OR INCORRECT WHICH CAUSES OR CONSTITUTES A MATERIAL
ADVERSE EFFECT; OR
(D)
THE COMPANY FAILS TO PERFORM OR OBSERVE ANY OTHER TERM, COVENANT OR
AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN AS REFERRED TO IN SECTION
10.1(A) OR (B)) ON ITS PART TO BE PERFORMED OR OBSERVED AND ANY SUCH FAILURE
REMAINS UNREMEDIED FOR 30 DAYS AFTER NOTICE THEREOF HAS BEEN GIVEN BY THE AGENT
TO THE COMPANY; OR
(E)
THE VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE
COLLATERAL FOR ANY REASON CEASES TO BE IN FULL FORCE AND EFFECT IN FAVOR OF THE
AGENT FOR THE BENEFIT OF THE LENDERS EXCEPT TO THE EXTENT EXPRESSLY PERMITTED BY
THE TERMS OF THE APPLICABLE LOAN DOCUMENTS; OR
(F)
(I)(A) THE COMPANY GENERALLY FAILS TO PAY ITS DEBTS AS SUCH DEBTS
BECOME DUE, OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY, OR
MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR (B) ANY PROCEEDING
IS INSTITUTED BY OR AGAINST THE COMPANY SEEKING TO ADJUDICATE IT BANKRUPT OR
INSOLVENT, OR SEEKING LIQUIDATION, WINDING UP, REORGANIZATION, ARRANGEMENT,
ADJUSTMENT, PROTECTION, RELIEF, OR COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW
RELATING TO BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR RELIEF OF DEBTORS, OR
SEEKING THE ENTRY OF AN ORDER FOR RELIEF OR THE APPOINTMENT OF A RECEIVER,
TRUSTEE, OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS
PROPERTY AND, IF INSTITUTED AGAINST THE COMPANY, EITHER SUCH PROCEEDING IS NOT
STAYED OR DISMISSED WITHIN 45 DAYS OR ANY OF THE ACTIONS SOUGHT IN SUCH
PROCEEDING (INCLUDING THE ENTRY OF AN ORDER FOR RELIEF AGAINST IT OR THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR IT
OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTY) OCCURS; OR (II) THE COMPANY TAKES
ANY CORPORATE ACTION TO AUTHORIZE ANY OF THE ACTIONS SET FORTH IN CLAUSE (I)
ABOVE IN THIS SUBSECTION (F); OR
(G)
THE DEFAULT RATIO AS AT THE LAST DAY OF ANY CALENDAR MONTH EQUALS OR
EXCEEDS 10%; OR
(H)
THE COMPANY OR ANY MATERIAL SUBSIDIARY SHALL (I) DEFAULT IN ANY
PAYMENT (REGARDLESS OF AMOUNT) OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON
ANY DEBT HAVING AN AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF $40,000,000 (OTHER
THAN THE REVOLVING LOANS) BEYOND THE GRACE PERIOD, IF ANY, PROVIDED IN THE
INSTRUMENT OR AGREEMENT UNDER WHICH SUCH DEBT WAS CREATED OR (II) DEFAULT IN THE
OBSERVANCE OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY
SUCH DEBT OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING THERETO, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST, THE EFFECT
OF WHICH DEFAULT OR OTHER EVENT OR CONDITION IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH DEBT (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER
OR HOLDERS OR BENEFICIARY OR BENEFICIARIES)