ITS QUALIFICATION; (V) ANY MEMBER OF THE
CONTROLLED GROUP ENGAGES IN OR OTHERWISE BECOMES LIABLE FOR A NON-EXEMPT
PROHIBITED TRANSACTION; (VI) A VIOLATION OF SECTION 404 OR 405 OF ERISA OR THE
EXCLUSIVE BENEFIT RULE UNDER SECTION 401(A) OF THE CODE; OR (VII) ANY MEMBER OF
THE CONTROLLED GROUP IS ASSESSED A TAX UNDER SECTION 4980B OF THE CODE OR INCURS
A LIABILITY UNDER SECTION 601 ET SEQ. OF ERISA; AND, THE OCCURRENCE OF ANY SUCH
EVENT LISTED IN CLAUSES (I) THROUGH (VII), OR THE OCCURRENCE OF ANY COMBINATION
OF EVENTS LISTED IN CLAUSES (I) THROUGH (VII) RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT OR RESULT IN EXPOSURE TO THE
BORROWER IN AN AMOUNT IN EXCESS OF $800,000; OR
(I)
MONETARY JUDGMENTS.
ONE OR MORE
JUDGMENTS, NON-INTERLOCUTORY ORDERS, DECREES OR ARBITRATION AWARDS SHALL BE
ENTERED AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES INVOLVING IN THE
AGGREGATE A LIABILITY (TO THE EXTENT NOT COVERED BY INDEPENDENT THIRD-PARTY
INSURANCE) AS TO ANY SINGLE OR RELATED SERIES OF TRANSACTIONS, INCIDENTS OR
CONDITIONS, OF $800,000 OR MORE, AND THE SAME SHALL REMAIN UNSATISFIED,
UNVACATED AND UNSTAYED PENDING APPEAL FOR A PERIOD OF THIRTY (30) DAYS AFTER THE
ENTRY THEREOF; OR
(J)
NON-MONETARY JUDGMENTS.
ONE OR MORE
NON-MONETARY JUDGMENTS, ORDERS OR DECREES SHALL BE RENDERED AGAINST THE BORROWER
OR ANY OF ITS SUBSIDIARIES WHICH DOES OR WOULD REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND THERE
SHALL BE ANY PERIOD OF TEN (10) CONSECUTIVE DAYS DURING WHICH A STAY OF
52
ENFORCEMENT OF SUCH JUDGMENT OR ORDER, BY REASON OF A PENDING APPEAL OR
OTHERWISE, SHALL NOT BE IN EFFECT; OR
(K)
COLLATERAL.
ANY MATERIAL PROVISION OF ANY
COLLATERAL DOCUMENT SHALL FOR ANY REASON CEASE TO BE VALID AND BINDING ON OR
ENFORCEABLE AGAINST THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER PARTY THERETO
OR THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL SO STATE IN WRITING OR BRING AN
ACTION TO LIMIT ITS OBLIGATIONS OR LIABILITIES THEREUNDER; OR ANY COLLATERAL
DOCUMENT SHALL FOR ANY REASON (OTHER THAN PURSUANT TO THE TERMS THEREOF) CEASE
TO CREATE A VALID SECURITY INTEREST IN THE COLLATERAL PURPORTED TO BE COVERED
THEREBY OR SUCH SECURITY INTEREST SHALL FOR ANY REASON (OTHER THAN THE FAILURE
OF THE AGENT TO TAKE ANY ACTION WITHIN ITS CONTROL) CEASE TO BE A PERFECTED AND
FIRST PRIORITY SECURITY INTEREST SUBJECT ONLY TO PERMITTED LIENS; OR
(L)
OWNERSHIP.
(I) SPONSOR AT ANY TIME
SHALL CEASE TO OWN, BENEFICIALLY, AT LEAST EIGHTY PERCENT (80%) OF EACH CLASS OF
THE ISSUED AND OUTSTANDING CAPITAL STOCK OF BORROWER OWNED BY IT ON THE
RESTATEMENT EFFECTIVE DATE (AS THE SAME MAY BE ADJUSTED FOR ANY COMBINATION,
RECAPITALIZATION OR RECLASSIFICATION INTO A GREATER OR SMALLER NUMBER OF
SHARES); OR (II) SPONSOR AT ANY TIME SHALL FAIL TO OWN, BENEFICIALLY, DIRECTLY
OR INDIRECTLY, AT LEAST FIFTY-ONE PERCENT (51%) OF THE ISSUED AND OUTSTANDING
VOTING CAPITAL STOCK OF BORROWER OR, IN ANY EVENT, CAPITAL STOCK