APPROVAL OR CONSENT OF ANY OF THE LOAN PARTIES IN (OTHER THAN A NONMATERIAL
SUBSIDIARY) ANY COURT OF COMPETENT JURISDICTION, SEEKING (I) ITS REORGANIZATION,
LIQUIDATION, DISSOLUTION, ARRANGEMENT OR WINDING-UP, OR THE COMPOSITION OR
READJUSTMENT OF ITS DEBTS, (II) THE APPOINTMENT OF A RECEIVER, CUSTODIAN,
TRUSTEE, EXAMINER, LIQUIDATOR OR THE LIKE OF ANY OF THE LOAN PARTIES OR OF ALL
OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR (III) SIMILAR RELIEF IN RESPECT OF
ANY OF THE LOAN PARTIES UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, WINDING-UP OR COMPOSITION OR ADJUSTMENT OF DEBTS, AND SUCH
PROCEEDING OR CASE SHALL CONTINUE UNDISMISSED, OR AN ORDER, JUDGMENT OR DECREE
APPROVING OR ORDERING ANY OF THE FOREGOING SHALL BE ENTERED AND CONTINUE
UNSTAYED AND IN EFFECT, FOR A PERIOD OF 60 OR MORE DAYS; OR AN ORDER FOR RELIEF
AGAINST ANY OF THE LOAN PARTIES SHALL BE ENTERED IN AN INVOLUNTARY CASE UNDER
THE BANKRUPTCY CODE.
(G)
ANY ONE OR MORE OF THE LOAN PARTIES SHALL FAIL TO DISCHARGE WITHIN
A PERIOD OF 30 DAYS AFTER THE COMMENCEMENT THEREOF ANY ATTACHMENT,
SEQUESTRATION, FORFEITURE OR SIMILAR PROCEEDING OR PROCEEDINGS INVOLVING AN
AGGREGATE AMOUNT IN EXCESS OF $5,000,000 AGAINST ANY OF ITS OR THEIR PROPERTIES.
(H)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS
OF $5,000,000 IN THE AGGREGATE SHALL BE RENDERED BY A COURT OR COURTS AGAINST
THE LOAN PARTIES OR ANY OF THEM ON CLAIMS NOT COVERED BY INSURANCE OR AS TO
WHICH THE INSURANCE CARRIER HAS DENIED RESPONSIBILITY AND THE SAME SHALL NOT BE
PAID OR DISCHARGED, OR A STAY OF EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN
30 DAYS FROM THE DATE OF ENTRY THEREOF AND THE LOAN PARTIES SHALL NOT, WITHIN
SAID PERIOD OF 30 DAYS, OR SUCH LONGER PERIOD DURING WHICH EXECUTION OF THE SAME
SHALL HAVE BEEN STAYED, APPEAL THEREFROM AND CAUSE THE EXECUTION THEREOF TO BE
STAYED DURING SUCH APPEAL.
(I)
ANY OF THE LOAN PARTIES SHALL FAIL TO PAY WHEN DUE ANY PRINCIPAL
OF OR INTEREST ON ANY DEBT (OTHER THAN THE OBLIGATIONS) HAVING (EITHER
INDIVIDUALLY OR IN THE AGGREGATE) A PRINCIPAL AMOUNT OF AT LEAST $5,000,000, OR
THE MATURITY OF ANY SUCH DEBT SHALL HAVE BEEN ACCELERATED, OR ANY SUCH DEBT
SHALL HAVE BEEN REQUIRED TO BE PREPAID PRIOR TO THE STATED MATURITY THEREOF, OR
ANY EVENT SHALL HAVE OCCURRED (AND SHALL NOT HAVE BEEN WAIVED OR OTHERWISE
CURED) THAT PERMITS (OR, WITH THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH,
WOULD PERMIT) ANY HOLDER OR HOLDERS OF SUCH DEBT OR ANY PERSON ACTING ON BEHALF
OF SUCH HOLDER OR HOLDERS TO ACCELERATE THE MATURITY THEREOF OR REQUIRE ANY SUCH
PREPAYMENT.
(J)
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL CEASE TO BE IN
FULL FORCE AND EFFECT OR SHALL BE DECLARED NULL AND VOID OR THE VALIDITY OR
ENFORCEABILITY THEREOF SHALL BE CONTESTED OR CHALLENGED BY ANY PERMITTED HOLDER,
ANY LOAN PARTY, OR ANY OF ITS AFFILIATES, OR ANY LOAN PARTY SHALL DENY THAT IT
HAS ANY FURTHER