OF 30 DAYS
AFTER THE EARLIER TO OCCUR OF (I) NOTICE THEREOF TO THE BORROWER BY THE
ADMINISTRATIVE AGENT OR ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT), OR (II)
THE BORROWER OTHERWISE BECOMING AWARE OF SUCH DEFAULT; OR
(E)
THE BORROWER SHALL ADMIT IN WRITING ITS INABILITY TO, OR BE
GENERALLY UNABLE TO, PAY ITS DEBTS AS SUCH DEBTS BECOME DUE; OR
(F)
THE BORROWER SHALL (I) APPLY FOR OR CONSENT TO THE APPOINTMENT
OF, OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE OR LIQUIDATOR
OF ITSELF OR OF ALL OR A SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE A GENERAL
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, (III) COMMENCE A VOLUNTARY CASE
UNDER THE FEDERAL BANKRUPTCY CODE (AS NOW OR HEREAFTER IN EFFECT), (IV) FILE A
PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, WINDING-UP, LIQUIDATION OR COMPOSITION OR
READJUSTMENT OF DEBTS, (V) FAIL TO CONTROVERT IN A TIMELY AND APPROPRIATE
MANNER, OR ACQUIESCE IN WRITING TO, ANY PETITION FILED AGAINST IT IN AN
INVOLUNTARY CASE UNDER THE FEDERAL BANKRUPTCY CODE, OR (VI) TAKE ANY CORPORATE
ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING; OR
(G)
A PROCEEDING OR CASE SHALL BE COMMENCED, WITHOUT THE APPLICATION
OR CONSENT OF THE BORROWER, IN ANY COURT OF COMPETENT JURISDICTION, SEEKING (I)
ITS LIQUIDATION, REORGANIZATION, DISSOLUTION OR WINDING-UP, OR THE COMPOSITION
OR READJUSTMENT OF ITS DEBTS, (II) THE APPOINTMENT OF A TRUSTEE, RECEIVER,
CUSTODIAN, LIQUIDATOR OR THE LIKE OF THE BORROWER OF ALL OR ANY SUBSTANTIAL PART
OF ITS ASSETS, OR (III) SIMILAR RELIEF IN RESPECT OF THE BORROWER UNDER ANY LAW
RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, WINDING-UP, OR COMPOSITION
OR ADJUSTMENT OF DEBTS, AND SUCH PROCEEDING OR CASE SHALL CONTINUE UNDISMISSED,
OR AN ORDER, JUDGMENT OR DECREE APPROVING OR ORDERING ANY OF THE FOREGOING SHALL
BE ENTERED AND CONTINUE UNSTAYED AND IN EFFECT, FOR A PERIOD OF
61
60 days; or (iv) an order for relief against the Borrower shall be entered in an
involuntary case under the Federal Bankruptcy Code; or
(H)
A JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS OF
$10,000,000 IN THE AGGREGATE SHALL BE RENDERED BY A COURT AGAINST ANY LOAN PARTY
OR ANY RESTRICTED SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY AND THE SAME SHALL
NOT BE DISCHARGED (OR PROVISION SHALL NOT BE MADE FOR SUCH DISCHARGE), OR A STAY
OF EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN 60 DAYS FROM THE DATE OF
ENTRY THEREOF AND SUCH LOAN PARTY OR SUCH RESTRICTED SUBSIDIARY, AS APPLICABLE,
SHALL NOT, WITHIN SAID PERIOD OF 60 DAYS, OR SUCH LONGER PERIOD DURING WHICH
EXECUTION OF THE SAME SHALL HAVE BEEN STAYED, APPEAL THEREFROM AND CAUSE THE
EXECUTION THEREOF TO BE STAYED DURING SUCH APPEAL; OR
(I)
ANY LOAN PARTY OR ANY RESTRICTED SUBSIDIARY THAT IS A MATERIAL
SUBSIDIARY TAKES, SUFFERS OR PERMITS TO EXIST ANY OF THE EVENTS OR CONDITIONS
REFERRED TO IN PARAGRAPHS (E), (F) OR (G) OR IF ANY LOAN PARTY SHALL SO STATE IN