RELATING TO ANY INDEBTEDNESS (OTHER THAN THE
OBLIGATIONS AND THE "OBLIGATIONS" AS DEFINED IN THE TERM LOAN AGREEMENT) IN THE
OUTSTANDING PRINCIPAL AMOUNT IN EXCESS OF AN AMOUNT EQUAL TO $750,000 IN THE
AGGREGATE, WHICH DEFAULT OR BREACH IS NOT CURED OR WAIVED WITHIN ANY APPLICABLE
GRACE OR CURE PERIOD AND THE EFFECT OF WHICH IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF ANY SUCH INDEBTEDNESS TO CAUSE, SUCH INDEBTEDNESS TO BECOME
DUE (WHETHER BY ACCELERATION OR OTHERWISE) PRIOR TO THE STATED MATURITY THEREOF;
(III)
DEFAULT OR BREACH THE TERMS OF ANY AGREEMENT, CONTRACT, DOCUMENT
OR INSTRUMENT THAT IS BETWEEN ANY CREDIT PARTY AND AGENT OR ANY LENDER OR ANY
AFFILIATE OF AGENT OR ANY LENDER (OTHER THAN THE LOAN DOCUMENTS) BEYOND ALL
APPLICABLE GRACE OR CURE PERIODS;
(IV)
UPON WRITTEN NOTICE FROM AGENT, ANY DEFAULT OR BREACH IN THE
PERFORMANCE, OBSERVANCE OR FULFILMENT OF ANY PROVISION CONTAINED IN ANY MATERIAL
CONTRACT AND SUCH DEFAULT OR BREACH CONTINUES BEYOND ALL APPLICABLE GRACE OR
CURE PERIOD AND PERMITS THE OTHER PARTY THERETO TO TERMINATE SUCH MATERIAL
CONTRACT OR OTHERWISE REDUCE OR LIMIT ANY MATERIAL AMOUNTS OWED BY SUCH OTHER
PARTY THEREUNDER;
(V)
AN EVENT OF DEFAULT (AS DEFINED IN THE SUBORDINATED NOTES); OR
(VI)
AN "EVENT OF DEFAULT" (AS DEFINED IN THE TERM LOAN AGREEMENT).
(G)
ANY OF THE FOLLOWING SHALL OCCUR:
(I)
A CREDIT PARTY OR ANY SUBSIDIARY OF A CREDIT PARTY IS UNABLE TO
OR ADMITS INABILITY TO PAY ITS DEBTS AS THEY FALL DUE OR IS DEEMED TO OR
DECLARED TO BE UNABLE TO PAY ITS DEBTS UNDER APPLICABLE LAW, SUSPENDS OR
THREATENS TO SUSPEND MAKING PAYMENTS ON ANY OF ITS DEBTS OTHER THAN AS A RESULT
OF A BONA FIDE DISPUTE BEING CONTESTED IN GOOD FAITH OR, BY REASON OF ACTUAL OR
ANTICIPATED FINANCIAL DIFFICULTIES, COMMENCES NEGOTIATIONS WITH ONE OR MORE OF
ITS CREDITORS WITH A VIEW TO RESCHEDULING ANY OF ITS INDEBTEDNESS.
40
(II)
THE VALUE OF THE ASSETS OF ANY CREDIT PARTY OR ANY SUBSIDIARY OF
A CREDIT PARTY IS LESS THAN ITS LIABILITIES (TAKING INTO ACCOUNT CONTINGENT AND
PROSPECTIVE LIABILITIES).
(III)
A MORATORIUM IS DECLARED IN RESPECT OF ANY INDEBTEDNESS OF ANY
CREDIT PARTY OR ANY SUBSIDIARY OF A CREDIT PARTY.
IF A MORATORIUM OCCURS, THE
ENDING OF THE MORATORIUM WILL NOT REMEDY ANY EVENT OF DEFAULT CAUSED BY THAT
MORATORIUM.
(H)
ANY CORPORATE ACTION, LEGAL PROCEEDINGS OR OTHER PROCEDURE OR STEP
IS TAKEN IN RELATION TO:
(I)
THE SUSPENSION OF PAYMENTS, A MORATORIUM OF ANY INDEBTEDNESS,
WINDING-UP, DISSOLUTION, ADMINISTRATION OR REORGANIZATION (BY WAY OF VOLUNTARY
ARRANGEMENT, SCHEME OF ARRANGEMENT OR OTHERWISE) OF ANY CREDIT PARTY OR
SUBSIDIARY OF A CREDIT PARTY OTHER THAN A SOLVENT LIQUIDATION OR REORGANIZATION
OF ANY SUBSIDIARY OF A CREDIT PARTY WHICH IS NOT A CREDIT PARTY;
(II)
A COMPOSITION, COMPROMISE, ASSIGNMENT OR ARRANGEMENT WITH ANY
CREDITOR OF ANY CREDIT PARTY OR ANY SUBSIDIARY OF A CREDIT PARTY;
(III)
THE APPOINTMENT OF A LIQUIDATOR (OTHER THAN IN RESPECT OF A
SOLVENT LIQUIDATION OF A SUBSIDIARY