WHICH RESULTS IN OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(L)
ANY CHANGE OF CONTROL;
(M)
THE INDICTMENT BY ANY GOVERNMENTAL AUTHORITY, OF ANY BORROWER OR OBLIGOR
OF WHICH ANY BORROWER, OBLIGOR OR ADMINISTRATIVE AGENT RECEIVES NOTICE, IN
EITHER CASE, AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DETERMINATION, IN THE GOOD FAITH DETERMINATION OF ADMINISTRATIVE AGENT, UNDER
ANY CRIMINAL STATUTE, OR COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDINGS AGAINST
SUCH BORROWER OR OBLIGOR, PURSUANT TO WHICH STATUTE OR PROCEEDINGS THE PENALTIES
OR REMEDIES SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF (I) ANY OF THE COLLATERAL
HAVING A VALUE IN EXCESS OF $30,000,000 OR (II) ANY OTHER PROPERTY OF ANY
BORROWER OR GUARANTOR (OTHER THAN ANY BORROWER OR GUARANTOR WHICH OWNS ASSETS
WITH A BOOK VALUE OF LESS THAN $10,000,000 AND WHICH DOES NOT CONDUCT MATERIAL
AND PROFITABLE SALES ACTIVITIES) WHICH IS NECESSARY OR MATERIAL TO THE CONDUCT
OF ITS BUSINESS;
(N)
ANY EVENT SHALL OCCUR AS A RESULT OF WHICH (I) OPERATIONS ARE SUSPENDED
OR TERMINATED FOR THIRTY (30) DAYS OR MORE AT ANY FACILITY OF A BORROWER USED IN
GENERATING MORE THAN THIRTY (30%) PERCENT OF THE CONSOLIDATED REVENUES OF
BORROWERS FOR THE IMMEDIATELY PRECEDING FISCAL YEAR ON A PRO FORMA BASIS, TO THE
EXTENT NOT COVERED BY INSURANCE AS TO WHICH THE INSURER HAS BEEN NOTIFIED OF THE
POTENTIAL CLAIM AND DOES NOT DISPUTE OR DECLINE SUCH COVERAGE (BUT FOR THIS
PURPOSE A SALE OF A FACILITY IN ACCORDANCE WITH THE TERMS HEREOF SHALL NOT BE
DEEMED TO BE A SUSPENSION OR TERMINATION OF OPERATIONS AT SUCH FACILITY), (II)
ANY LAW, REGULATION, ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY
SHALL EXIST, OR ANY ACTION, SUIT, INVESTIGATION, LITIGATION OR PROCEEDING SHALL
BE PENDING OR THREATENED IN WRITING IN ANY COURT OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY THAT COULD REASONABLY BE EXPECTED TO RESULT IN THE LOSS
OF THE ABILITY TO CONDUCT ANY PORTION OF THE BUSINESS THAT ACCOUNTED FOR MORE
THAN THIRTY (30%) PERCENT OF THE REVENUES OF PARENT AND ITS SUBSIDIARIES (TAKEN
AS A WHOLE) IN THE IMMEDIATELY PRECEDING FISCAL YEAR ON A PRO FORMA BASIS, OR
(III) THE LOSS, SUSPENSION, REVOCATION OR FAILURE TO RENEW ANY PERMIT NOW HELD
OR HEREAFTER ACQUIRED BY A BORROWER REQUIRED IN CONNECTION WITH THE SALE OR
DISTRIBUTION OF GOODS THE SALE OF WHICH GAVE RISE TO REVENUES OF MORE THAN
THIRTY (30%) PERCENT IN THE IMMEDIATELY PRECEDING FISCAL YEAR ON A PRO FORMA
BASIS;
(O)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREUNDER, BORROWERS AND
GUARANTORS, TAKEN AS A WHOLE, SHALL TAKE ANY ACTION TO SUSPEND THE OPERATION OF
A MATERIAL PORTION OF THEIR BUSINESS IN THE ORDINARY COURSE;
(P)
THERE OCCURS ANY UNINSURED LOSS TO ANY MATERIAL PORTION OF THE
COLLATERAL, WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(Q)
ANY BORROWER OR GUARANTOR OR ANY SUBSIDIARY THEREOF FAILS TO MAKE ANY
PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY CONTRACT TO