THE PAYMENT OF MONEY IN AN
AGGREGATE AMOUNT (AS TO ALL SUCH JUDGMENTS AND ORDERS) EXCEEDING THE THRESHOLD
AMOUNT (TO THE EXTENT NOT COVERED BY (A) INDEPENDENT THIRD-PARTY INSURANCE AS TO
WHICH THE INSURER (1) IS RATED AT LEAST "A" BY A.M. BEST COMPANY, (2) HAS BEEN
NOTIFIED OF THE POTENTIAL CLAIM AND (3) DOES NOT DISPUTE COVERAGE OR
(B) INDEMNIFICATION PROCEEDS ACTUALLY RECEIVED BY THE APPLICABLE LOAN PARTY
PURSUANT TO THE MERGER AGREEMENT TO THE EXTENT NOT REQUIRED TO BE REIMBURSED BY
ANY LOAN PARTY), OR (II) ANY ONE OR MORE NON-MONETARY FINAL JUDGMENTS THAT HAVE,
OR COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT AND, IN EITHER CASE, (A) ENFORCEMENT PROCEEDINGS ARE
COMMENCED BY ANY CREDITOR UPON SUCH JUDGMENT OR ORDER, OR (B) THERE IS A PERIOD
OF 10 CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT, BY
REASON OF A PENDING APPEAL OR OTHERWISE, IS NOT IN EFFECT; OR
(I)
ERISA.
(I) AN ERISA EVENT OCCURS WITH RESPECT TO A PENSION PLAN OR
MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT
IN LIABILITY OF EITHER BORROWER UNDER TITLE IV OF ERISA TO THE PENSION PLAN,
MULTIEMPLOYER PLAN OR THE PBGC IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD
AMOUNT, OR (II) EITHER BORROWER OR ANY ERISA AFFILIATE FAILS TO PAY WHEN DUE,
AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT
WITH RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A
MULTIEMPLOYER PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
ANY PROVISION OF ANY LOAN DOCUMENT, AT ANY
TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY
PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION IN FULL OF ALL THE
OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR ANY
OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY
PROVISION OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES THAT IT HAS ANY OR
FURTHER LIABILITY OR OBLIGATION UNDER ANY PROVISION OF ANY LOAN DOCUMENT, OR
PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY PROVISION OF ANY LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL; OR
(L)
COLLATERAL DOCUMENTS.
ANY COLLATERAL DOCUMENT AFTER DELIVERY THEREOF
PURSUANT TO SECTION 4.01 OR 6.12 SHALL FOR ANY REASON (OTHER THAN PURSUANT TO
THE TERMS THEREOF) CEASE TO CREATE A VALID AND PERFECTED FIRST PRIORITY LIEN
(SUBJECT TO LIENS PERMITTED BY SECTION 7.01) ON THE COLLATERAL PURPORTED TO BE
COVERED THEREBY; OR
(M)
MATERIAL PERMITS AND LICENSES.
THE LOSS, SUSPENSION OR REVOCATION OF, OR
FAILURE TO RENEW, ANY LICENSE, ACCREDITATION OR PERMIT NOW HELD OR HEREAFTER
ACQUIRED BY ANY LOAN PARTY OR ANY SUBSIDIARY THEREOF IF SUCH LOSS, SUSPENSION,
REVOCATION OR FAILURE TO
107
RENEW WOULD HAVE A MATERIAL ADVERSE EFFECT; OR THE OCCURRENCE OF ANY OTHER
MATERIAL ADVERSE EFFECT; OR
(N)
MATERIAL CONTRACTS.
ANY MATERIAL