MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT
OF CREDITORS; (VI) BECOME UNABLE, ADMIT IN WRITING ITS INABILITY OR FAIL
GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE; (VII) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING; OR (VIII) WIND UP OR LIQUIDATE;
(I)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE
AMOUNT IN EXCESS OF $10.0 MILLION (EXCLUSIVE OF AMOUNTS COVERED BY INSURANCE)
SHALL BE RENDERED AGAINST ANY GROUP COMPANY OR ANY COMBINATION THEREOF AND THE
SAME SHALL REMAIN UNDISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH
EXECUTION SHALL NOT BE EFFECTIVELY STAYED, OR ANY ACTION SHALL BE LEGALLY TAKEN
BY A JUDGMENT CREDITOR TO LEVY UPON ASSETS OR PROPERTIES OF ANY GROUP COMPANY TO
ENFORCE ANY SUCH JUDGMENT;
(J)
AN ERISA EVENT OR NONCOMPLIANCE WITH RESPECT TO FOREIGN PLANS
SHALL HAVE OCCURRED SO THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA
EVENTS AND NONCOMPLIANCE WITH RESPECT TO FOREIGN PLANS THAT HAVE OCCURRED, COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF ANY GROUP COMPANY OR A
COMBINATION THEREOF IN AN AGGREGATE AMOUNT EXCEEDING $10.0 MILLION;
(K)
ANY SECURITY INTEREST AND LIEN PURPORTED TO BE CREATED BY ANY
SECURITY DOCUMENT SHALL CEASE TO BE IN FULL FORCE AND EFFECT, OR SHALL CEASE TO
GIVE THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THE LIENS,
RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE CREATED AND GRANTED UNDER SUCH
SECURITY DOCUMENTS (INCLUDING A PERFECTED FIRST PRIORITY SECURITY INTEREST IN
AND LIEN ON ALL OF THE COLLATERAL THEREUNDER (EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN SUCH SECURITY DOCUMENTS OR EXCEPT TO THE EXTENT ANY LOSS OF
PERFECTION OR PRIORITY RESULTS FROM THE FAILURE OF THE COLLATERAL AGENT TO FILE
UCC CONTINUATION STATEMENTS OR MAINTAIN POSSESSION OF CERTIFICATES
93
ACTUALLY DELIVERED TO IT REPRESENTING THE SECURITIES PLEDGED TO IT UNDER THE
SECURITY AGREEMENT)) IN FAVOR OF THE COLLATERAL AGENT, OR SHALL BE ASSERTED BY
ANY CREDIT PARTY NOT TO BE A VALID, PERFECTED, FIRST PRIORITY (EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR SUCH SECURITY DOCUMENT)
SECURITY INTEREST IN OR LIEN ON THE COLLATERAL COVERED THEREBY;
(L)
THE GUARANTEES SHALL CEASE TO BE IN FULL FORCE AND EFFECT OR ANY
GUARANTOR SHALL CONTEST THE VALIDITY OR ENFORCEABILITY OF ITS GUARANTEE;
(M)
ANY LOAN DOCUMENT OR ANY MATERIAL PROVISIONS THEREOF SHALL AT ANY
TIME AND FOR ANY REASON BE DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE
NULL AND VOID, OR A PROCEEDING SHALL BE COMMENCED BY ANY CREDIT PARTY, OR BY ANY
GOVERNMENTAL AUTHORITY, SEEKING TO ESTABLISH THE INVALIDITY OR UNENFORCEABILITY
THEREOF (EXCLUSIVE OF QUESTIONS OF INTERPRETATION OF ANY PROVISION THEREOF), OR
ANY CREDIT PARTY SHALL REPUDIATE OR DENY THAT IT HAS ANY LIABILITY OR OBLIGATION
FOR THE PAYMENT OF PRINCIPAL OR INTEREST OR OTHER OBLIGATIONS PURPORTED TO BE
CREATED UNDER ANY LOAN DOCUMENT; OR
(N)
THERE SHALL HAVE OCCURRED A CHANGE IN CONTROL;
then, and in every such event (other than an event with respect to Parent or