EXIST WITH RESPECT TO A PLAN; AND IN EACH CASE IN CLAUSES
(I) THROUGH (VI) ABOVE, SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER SUCH
EVENTS OR CONDITIONS, IF ANY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; OR
(J)
CHANGE OF CONTROL.
THERE SHALL OCCUR A
CHANGE OF CONTROL; OR
(K)
INVALIDITY OF CREDIT DOCUMENTS.
(I) ANY
CREDIT DOCUMENT, OR ANY LIEN OR SECURITY INTEREST GRANTED THEREUNDER, SHALL
(EXCEPT IN ACCORDANCE WITH ITS TERMS), IN WHOLE OR IN PART, TERMINATE, CEASE TO
BE EFFECTIVE, BE DECLARED NULL AND VOID, CEASE TO BE IN FULL FORCE AND EFFECT OR
CEASE TO BE THE LEGALLY VALID, BINDING AND/OR ENFORCEABLE OBLIGATION OF ANY
CREDIT PARTY, AS APPLICABLE, (II) ANY CREDIT PARTY OR ANY OTHER PERSON SHALL,
DIRECTLY OR INDIRECTLY, CONTEST IN ANY MANNER THE EFFECTIVENESS, VALIDITY,
BINDING NATURE OR ENFORCEABILITY OF ANY CREDIT DOCUMENT OR ANY LIEN OR SECURITY
INTEREST THEREUNDER OR DENY OR DISAFFIRM SUCH PERSON'S OBLIGATIONS UNDER ANY
CREDIT DOCUMENT, (III) THE LIENS CONTEMPLATED UNDER THE CREDIT DOCUMENTS SHALL
CEASE OR FAIL TO BE FIRST PRIORITY PERFECTED LIENS ON ANY COLLATERAL IN FAVOR OF
THE ADMINISTRATIVE AGENT OR SHALL BE LIENS IN FAVOR OF ANY PERSON OTHER THAN THE
ADMINISTRATIVE AGENT OR (IV) ANY CREDIT PARTY SHALL GRANT, OR PERMIT OR SUFFER
TO EXIST, ANY LIEN ON ANY COLLATERAL EXCEPT PERMITTED LIENS; OR
(L)
UNINSURED LOSS.
ANY UNINSURED DAMAGE TO
OR LOSS, THEFT OR DESTRUCTION OF ANY PROPERTY OR ASSETS OF THE CREDIT PARTIES OR
ANY OF THEIR SUBSIDIARIES SHALL OCCUR THAT IS IN EXCESS OF (A) $250,000 WITH
RESPECT TO ANY BORROWER OR (B) $5,000,000 WITH RESPECT TO ANY CREDIT PARTY OTHER
THAN A BORROWER; OR
(M)
40 ACT.
ANY CREDIT PARTY SHALL BECOME
REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE 40 ACT
OR THE ARRANGEMENTS CONTEMPLATED BY THE CREDIT DOCUMENTS SHALL REQUIRE
REGISTRATION AS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE 40 ACT; OR
(N)
MATERIAL ADVERSE EFFECT.
THERE SHALL EXIST
ANY EVENT OR OCCURRENCE THAT HAS CAUSED A MATERIAL ADVERSE EFFECT WHICH, IF IT
RELATES TO ANY CREDIT PARTY OTHER THAN A BORROWER, SHALL REMAIN UNCURED FOR A
PERIOD OF AT LEAST TEN (10) BUSINESS DAYS; OR
(O)
IRS LIEN.
THE INTERNAL REVENUE SERVICE
SHALL FILE NOTICE OF A LIEN PURSUANT TO SECTION 6323 OF THE CODE WITH REGARD TO
ANY ASSETS OR PROPERTY OF ANY CREDIT PARTY; OR
(P)
COOPERATION.
ANY CREDIT PARTY FAILS TO
PLEDGE COLLATERAL REQUIRED TO BE PLEDGED UNDER THIS AGREEMENT OR THE OTHER
CREDIT DOCUMENTS OR FAILS TO COOPERATE WITH THE ADMINISTRATIVE AGENT AS REQUIRED
BY THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS TO ENSURE THAT THE
ADMINISTRATIVE AGENT HAS OR OBTAINS A PERFECTED FIRST PRIORITY SECURITY INTEREST
IN ALL EXISTING AND FUTURE COLLATERAL; OR
96
(Q)
SOLVENCY.
ANY CREDIT PARTY IS NOT SOLVENT
OR SHALL ADMIT ITS INABILITY TO, OR ITS INTENTIONS NOT TO, PERFORM ITS
OBLIGATIONS, COVENANTS, DUTIES OR AGREEMENTS UNDER ANY CREDIT DOCUMENT, ANY
OBLIGATION OR ANY CREDIT PARTY-RELATED OBLIGATION;