IN ANY EVENT LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE
DATE OF ANY PROPOSED SALE THEREUNDER; OR
(G)
INVALIDITY OF LOAN DOCUMENTS.
ANY OF THE
LOAN DOCUMENTS FOR ANY REASON, OTHER THAN A PARTIAL OR FULL RELEASE IN
ACCORDANCE WITH THE TERMS THEREOF, CEASES TO BE IN FULL FORCE AND EFFECT OR IS
DECLARED TO BE NULL AND VOID, OR ANY CREDIT PARTY DENIES THAT IT HAS ANY FURTHER
LIABILITY UNDER ANY LOAN DOCUMENTS TO WHICH IT IS PARTY, OR GIVES NOTICE TO SUCH
EFFECT; OR
(H)
CHANGE OF CONTROL.
A CHANGE OF CONTROL
OCCURS; OR
(I)
SUBORDINATION/ INTERCREDITOR PROVISIONS.
THE FAILURE OF ANY CREDIT PARTY TO COMPLY WITH THE TERMS OF ANY SUBORDINATION OR
INTERCREDITOR AGREEMENT OR ANY SUBORDINATION PROVISIONS OF ANY NOTE OR OTHER
DOCUMENT RUNNING TO THE BENEFIT OF AGENT OR LENDERS, INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH THE SUBORDINATED DEBT, THE MEZZANINE DEBT, THE
2002 SENIOR DEBT OR THE 2003 SENIOR SECURED DEBT; OR
(J)
CONSULTANT AND FINANCIAL ADVISOR.
THE
FAILURE OF THE CREDIT PARTIES TO CONTINUE TO ENGAGE (I) A CONSULTANT ACCEPTABLE
TO AGENT (IT BEING UNDERSTOOD THAT ALVAREZ & MARSAL AND FTI CONSULTING ARE
ACCEPTABLE TO AGENT) TO PROVIDE OPERATIONAL ADVICE, PERFORM CASH FLOW MODELING
AND OTHERWISE PROVIDE ADVISORY SERVICES PURSUANT TO SUCH TERMS OF ENGAGEMENT
(INCLUDING SUCH OTHER DUTIES AND RESPONSIBILITIES) AS ARE ACCEPTABLE TO AGENT)
AND (II) A FINANCIAL ADVISOR ACCEPTABLE TO AGENT (IT BEING UNDERSTOOD THAT
LAZARD FRERES & CO. LLC AND/OR THEIR AFFILIATES ARE ACCEPTABLE TO AGENT) ON
TERMS AND CONDITIONS AND WITH RESPECT TO DUTIES AND RESPONSIBILITIES ACCEPTABLE
TO AGENT); OR
(K)
PREPACKAGED CHAPTER 11 CASE.
THE
OCCURRENCE OF ANY OF THE FOLLOWING IN ANY PREPACKAGED CHAPTER 11 CASE:
52
(I)
THE BRINGING OF A MOTION, TAKING OF ANY
ACTION OR THE FILING OF ANY PLAN OF REORGANIZATION OR DISCLOSURE STATEMENT
ATTENDANT THERETO, IN EACH CASE, BY BORROWER OR ANY GUARANTOR IN ANY PREPACKAGED
CHAPTER 11 CASE, OR THE ENTRY OF ANY ORDER BY THE BANKRUPTCY COURT IN ANY
PREPACKAGED CHAPTER 11 CASE: (W) TO OBTAIN ADDITIONAL FINANCING UNDER
SECTION 364(C) OR (D) OF THE BANKRUPTCY CODE NOT OTHERWISE PERMITTED PURSUANT TO
THIS AGREEMENT; (X) TO GRANT ANY LIEN OTHER THAN PERMITTED ENCUMBRANCES UPON OR
AFFECTING ANY COLLATERAL; (Y) EXCEPT AS PROVIDED IN THE INTERIM OR FINAL ORDER,
AS THE CASE MAY BE, TO USE CASH COLLATERAL OF AGENT UNDER SECTION 363(C) OF THE
BANKRUPTCY CODE WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT AND THE REQUISITE
LENDERS; OR (Z) THAT (IN THE CASE OF BORROWER OR ANY GUARANTOR) REQUESTS OR
SEEKS AUTHORITY FOR OR THAT (IN THE CASE OF AN ORDER ENTERED BY THE BANKRUPTCY
COURT ON ACCOUNT OF A REQUEST BY BORROWER OR ANY GUARANTOR) APPROVES OR PROVIDES
AUTHORITY TO TAKE ANY OTHER ACTION OR ACTIONS ADVERSE TO THE AGENT AND THE
LENDERS OR THEIR RIGHTS AND REMEDIES HEREUNDER OR THEIR INTEREST IN THE
COLLATERAL;
(II)
THE FILING OF ANY PLAN OF REORGANIZATION
OR DISCLOSURE STATEMENT ATTENDANT THERETO, OR ANY DIRECT OR INDIRECT AMENDMENT