SHALL OCCUR:
(I)
THE PAYORS FAIL TO PAY
IN CASH WHEN DUE AND PAYABLE (WHETHER AT
MATURITY OR OTHERWISE) THE FULL AMOUNT OF INTEREST THEN ACCRUED ON ANY NOTE
AND/OR THE FULL AMOUNT OF ANY PRINCIPAL PAYMENT ON ANY NOTE; PROVIDED, THAT ANY
INTEREST WHICH IS PAID IN KIND IN ACCORDANCE WITH SECTION 1(C) OF ANY NOTE SHALL
NO LONGER BE DEEMED TO BE DUE AND PAYABLE AND NO EVENT OF DEFAULT UNDER ANY SUCH
NOTE SHALL EXIST DUE TO THE FACT THAT SUCH INTEREST IS NOT PAID IN CASH AT SUCH
TIME;
(II)
ANY OF THE PAYORS BREACH OR OTHERWISE FAIL TO PERFORM OR OBSERVE
ANY OTHER PROVISION OR AGREEMENT CONTAINED IN ANY OF THE NOTES OR ANY CREDIT
PARTY BREACHES OR OTHERWISE FAILS TO PERFORM OR OBSERVE ANY PROVISION OR
AGREEMENT CONTAINED IN THE GUARANTY;
4
(III)
ANY OF THE PAYORS OR ANY OF THEIR RESPECTIVE MATERIAL
SUBSIDIARIES MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ADMITS IN
WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE; OR AN
ORDER, JUDGMENT OR DECREE IS ENTERED ADJUDICATING ANY PAYOR OR ANY MATERIAL
SUBSIDIARY OF ANY PAYOR BANKRUPT OR INSOLVENT; OR ANY ORDER FOR RELIEF WITH
RESPECT TO ANY PAYOR OR ANY MATERIAL SUBSIDIARY OF ANY PAYOR IS ENTERED UNDER
THE FEDERAL BANKRUPTCY CODE; OR ANY PAYOR OR ANY MATERIAL SUBSIDIARY OF ANY
PAYOR PETITIONS OR APPLIES TO ANY TRIBUNAL FOR THE APPOINTMENT OF A CUSTODIAN,
TRUSTEE, RECEIVER OR LIQUIDATOR OF ANY PAYOR OR ANY MATERIAL SUBSIDIARY OF ANY
PAYOR, OR OF ANY SUBSTANTIAL PART OF THE ASSETS OF ANY PAYOR OR ANY MATERIAL
SUBSIDIARY OF ANY PAYOR, OR COMMENCES ANY PROCEEDING (OTHER THAN A PROCEEDING
FOR THE VOLUNTARY LIQUIDATION AND DISSOLUTION OF ANY SUBSIDIARY) RELATING TO ANY
PAYOR OR ANY MATERIAL SUBSIDIARY OF ANY PAYOR UNDER ANY BANKRUPTCY
REORGANIZATION, ARRANGEMENT, INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR
LIQUIDATION LAW OF ANY JURISDICTION; OR ANY SUCH PETITION OR APPLICATION IS
FILED, OR ANY SUCH PROCEEDING IS COMMENCED, AGAINST ANY PAYOR OR ANY MATERIAL
SUBSIDIARY OF ANY PAYOR AND EITHER (A) ANY PAYOR OR ANY MATERIAL SUBSIDIARY OF
ANY PAYOR BY ANY ACT INDICATES ITS APPROVAL THEREOF, CONSENT THERETO OR
ACQUIESCENCE THEREIN OR (B) SUCH PETITION, APPLICATION OR PROCEEDING IS NOT
DISMISSED WITHIN 60 DAYS;
(IV)
A JUDGMENT IN EXCESS OF $20,000,000 IS RENDERED OR ENTERED AGAINST
ANY PAYOR OR ANY SUBSIDIARY OF ANY PAYOR AND, WITHIN 60 DAYS AFTER ENTRY
THEREOF, SUCH JUDGMENT IS NOT DISCHARGED IN FULL OR EXECUTION THEREOF STAYED
PENDING APPEAL, OR WITHIN 60 DAYS AFTER THE EXPIRATION OF ANY SUCH STAY, SUCH
JUDGMENT IS NOT DISCHARGED IN FULL; OR
(V)
(A) FAILURE OF ANY PAYOR AND/OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES (INCLUDING ANY CREDIT PARTY) TO PAY WHEN DUE ANY PRINCIPAL OF OR
PREMIUM ON OR INTEREST ON OR ANY OTHER AMOUNT IN THE NATURE OF INTEREST PAYABLE
IN RESPECT OF ONE OR MORE ITEMS OF INDEBTEDNESS (OTHER THAN INDEBTEDNESS UNDER
THE NOTES) WITH AN AGGREGATE PRINCIPAL AMOUNT OF $19,837,500 OR MORE,