LIQUIDATION OR TO TAKE ADVANTAGE OF ANY
BANKRUPTCY OR INSOLVENCY LAW OF ANY JURISDICTION, OR ORDERING THE DISSOLUTION,
WINDING-UP OR LIQUIDATION OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY SUCH
PETITION SHALL BE FILED AGAINST ANY COMPANY OR ANY OF ITS SUBSIDIARIES AND SUCH
PETITION SHALL NOT BE DISMISSED WITHIN 60 DAYS; OR
(I)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY
AGGREGATING IN EXCESS OF $1,000,000 ARE RENDERED AGAINST ONE OR MORE OF THE
COMPANIES AND ITS SUBSIDIARIES AND WHICH JUDGMENTS ARE NOT, WITHIN 30 DAYS AFTER
ENTRY THEREOF, BONDED, DISCHARGED OR STAYED PENDING APPEAL, OR ARE NOT
DISCHARGED WITHIN 30 DAYS AFTER THE EXPIRATION OF SUCH STAY; OR
(J)
A JUDGMENT CREDITOR OF ANY COMPANY PARTY SHALL OBTAIN POSSESSION
OF ANY OF THE COLLATERAL WITH AN AGGREGATE VALUE OF MORE THAN $1,000,000 BY ANY
MEANS, INCLUDING WITHOUT LIMITATION, LEVY, DISTRAINT, REPLEVIN OR SELF-HELP; OR
31
(K)
THERE SHALL OCCUR ANY DEFAULT, DEFAULT, EVENT OF DEFAULT, EVENT OF
DEFAULT AS DEFINED AND PROVIDED UNDER ANY OTHER NOTE DOCUMENT OR ANY CREDIT
DOCUMENT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE AND CURE PERIOD); OR
(L)
ANY MATERIAL PROVISION OF ANY NOTE DOCUMENT FOR ANY REASON CEASES
TO BE VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY COMPANY PARTY, AS
APPLICABLE (EXCEPT (I) PURSUANT TO THE TERMS OF SUCH NOTE DOCUMENT, (II) AS
PERMITTED BY THIS AGREEMENT OR (III) TO THE EXTENT SUCH PROVISION IS RELEASED IN
WRITING BY THE REQUIRED HOLDERS), OR ANY COMPANY PARTY, AS APPLICABLE, SO STATES
IN WRITING; OR
(M)
ANY SECURITY DOCUMENT FOR ANY REASON (EXCEPT PURSUANT TO THE TERMS
HEREOF OR THEREOF) CEASES TO CREATE AN ACCEPTABLE SECURITY INTEREST ON ANY
MATERIAL PORTION OF THE COLLATERAL PURPORTED TO BE COVERED BY SUCH SECURITY
DOCUMENT, AND THE SAME, IF CURABLE, IS NOT CURED WITHIN 30 DAYS AFTER THE
COLLATERAL AGENT OR THE REQUIRED HOLDERS NOTIFY THE APPLICABLE COMPANY PARTY OF
THE SAME; OR
(N)
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY ANY COMPANY PARTY OF THIS
AGREEMENT, ANY RIGHTS HEREUNDER, OR ANY NOTE, OR THE CONVEYANCE, LEASE,
MORTGAGE, OR ANY OTHER ALIENATION OR ENCUMBRANCE OF THE COLLATERAL OR ANY
INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED HOLDERS,
EXCEPT FOR TRANSFERS PERMITTED HEREUNDER OR UNDER ANY OTHER NOTE DOCUMENT; OR
(O)
EXCEPT AS OTHERWISE PERMITTED HEREIN, THE TRANSFER OF ANY
COMPANY'S INTEREST IN, OR RIGHTS UNDER, THIS AGREEMENT OR ANY OTHER NOTE
DOCUMENT BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, SUCH
TRANSFER BY ANY COMPANY AS DEBTOR IN POSSESSION UNDER BANKRUPTCY LAW, OR BY A
TRUSTEE FOR ANY COMPANY UNDER BANKRUPTCY LAW, TO ANY PERSON NOT A PARTY TO THIS
AGREEMENT OR SUCH OTHER NOTE DOCUMENT, WHETHER OR NOT THE OBLIGATIONS OF SUCH
COMPANY UNDER THIS AGREEMENT OR SUCH OTHER NOTE DOCUMENT ARE ASSUMED BY SUCH
THIRD PERSON; OR
(P)
THE INSTITUTION OF A FORECLOSURE OR OTHER POSSESSORY ACTION
AGAINST (I) THE MORTGAGED PROPERTY, OR (II) ANY OF THE COLLATERAL OTHER THAN THE
MORTGAGED PROPERTY, EXCEPT WHERE SUCH ACTION