PERIOD OR WHICH HAS BEEN
THE SUBJECT OF A PRIOR FAILURE WITHIN A SIX (6) MONTH PERIOD OR (B) AN
INTENTIONAL BREACH BY ANY BORROWER OR SUCH GUARANTOR OF ANY SUCH COVENANT;
(B)
ANY REPRESENTATION, WARRANTY OR STATEMENT OF FACT MADE BY ANY
BORROWER OR GUARANTOR IN THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS OR ANY
OTHER WRITTEN AGREEMENT, SCHEDULE, CONFIRMATORY ASSIGNMENT OR OTHERWISE SHALL
WHEN MADE OR DEEMED MADE BE FALSE OR MISLEADING IN ANY MATERIAL RESPECT;
(C)
ANY GUARANTOR REVOKES OR TERMINATES, OR FAILS TO PERFORM ANY OF
THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS OF ANY GUARANTEE IN FAVOR OF
AGENT OR ANY LENDER;
(D)
ANY (I) JUDGMENT FOR THE PAYMENT OF MONEY IS RENDERED AGAINST ANY
BORROWER OR ANY OBLIGOR IN EXCESS OF $4,000,000 IN ANY ONE CASE OR IN EXCESS OF
$8,000,000 IN THE AGGREGATE FOR BORROWERS AND OBLIGORS (TO THE EXTENT NOT
COVERED BY INSURANCE WHERE THE INSURER HAS ASSUMED RESPONSIBILITY IN WRITING FOR
SUCH JUDGMENT) AND SHALL REMAIN UNDISCHARGED OR UNVACATED FOR A PERIOD IN EXCESS
OF THIRTY (30) DAYS OR EXECUTION SHALL AT ANY TIME NOT BE EFFECTIVELY STAYED, OR
ANY JUDGMENT OTHER THAN FOR THE PAYMENT OF MONEY, OR INJUNCTION, ATTACHMENT,
GARNISHMENT OR EXECUTION IS RENDERED AGAINST ANY BORROWER OR ANY OBLIGOR OR ANY
OF THE COLLATERAL HAVING A VALUE IN EXCESS OF $4,000,000 OR (II) UNLESS
CONSENTED TO BY AGENT, ANY SETTLEMENT OF A LEGAL ACTION OR LITIGATED CLAIM OR
CONTROVERSY IS MADE BY ANY BORROWER OR ANY OBLIGOR IN AN AMOUNT IN EXCESS OF
$8,000,000 (TO THE EXTENT NOT COVERED BY INSURANCE WHERE THE INSURER HAS ASSUMED
RESPONSIBILITY IN WRITING FOR SUCH SETTLEMENT) IF (A) ANY PORTION OF THE
EXISTING TERM LOAN IS OUTSTANDING AND (B) AFTER GIVING PRO FORMA EFFECT TO SUCH
PAYMENT AS OF THE LAST DAY OF THE LATEST FISCAL MONTH ENDED PRIOR TO THE DATE OF
SUCH PAYMENT, THE BORROWERS WOULD HAVE SATISFIED THE COVENANTS SET FORTH IN
SECTION 9.18(A) HEREOF FOR SUCH PRIOR FISCAL MONTH;
106
E)
EXCEPT AS PERMITTED BY SECTION 9.7 HEREOF, ANY BORROWER OR
GUARANTOR DISSOLVES OR ANY BORROWER SUSPENDS OR DISCONTINUES DOING BUSINESS;
(F)
ANY BORROWER OR ANY OBLIGOR MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, MAKES OR SENDS NOTICE OF A BULK TRANSFER OR CALLS A MEETING OF ITS
CREDITORS OR PRINCIPAL CREDITORS IN CONNECTION WITH A MORATORIUM OR ADJUSTMENT
OF THE INDEBTEDNESS DUE TO THEM;
(G)
A CASE OR PROCEEDING UNDER THE BANKRUPTCY LAWS OF THE UNITED
STATES OF AMERICA NOW OR HEREAFTER IN EFFECT OR UNDER ANY INSOLVENCY,
REORGANIZATION, RECEIVERSHIP, READJUSTMENT OF DEBT, DISSOLUTION OR LIQUIDATION
LAW OR STATUTE OF ANY JURISDICTION NOW OR HEREAFTER IN EFFECT (WHETHER AT LAW OR
IN EQUITY) IS FILED AGAINST ANY BORROWER, ANY OBLIGOR OR ALL OR ANY PART OF ANY
SUCH PERSON'S PROPERTIES AND SUCH PETITION OR APPLICATION IS NOT DISMISSED
WITHIN THIRTY (30) DAYS AFTER THE DATE OF ITS FILING OR ANY BORROWER OR ANY
OBLIGOR SHALL FILE ANY ANSWER ADMITTING OR NOT CONTESTING SUCH PETITION OR
APPLICATION OR