CONTINGENT OBLIGATIONS, (2) BREACH OR DEFAULT OF
ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES, OR THE OCCURRENCE OF ANY CONDITION
OR EVENT, WITH RESPECT TO ANY POST-PETITION INDEBTEDNESS (OTHER THAN THE LOANS)
OR ANY POST-PETITION CONTINGENT OBLIGATIONS, IN EACH CASE IF THE EFFECT OF SUCH
BREACH, DEFAULT OR OCCURRENCE IS TO CAUSE OR TO PERMIT THE HOLDER OR HOLDERS
THEN TO CAUSE, POST-PETITION INDEBTEDNESS AND/OR POST-PETITION CONTINGENT
OBLIGATIONS HAVING AN AGGREGATE PRINCIPAL AMOUNT IN EXCESS OF $1,000,000 TO
BECOME OR BE DECLARED DUE PRIOR TO THEIR STATED MATURITY, OR (3) THE
(I) TERMINATION (WHETHER IN ACCORDANCE WITH ITS TERMS OR OTHERWISE) OF, OR ANY
DEFAULT OR MATERIAL BREACH (WHICH DEFAULT OR MATERIAL BREACH IS NOT CURED BY THE
DEADLINE (IF ANY) UNDER, AS APPLICABLE, THE RESTRUCTURING AGREEMENT, THE MERGER
AGREEMENT AND/OR ANY ANCILLARY NOTEHOLDER AGREEMENTS OR (II) MODIFICATION OR
AMENDMENT OF THE RESTRUCTURING AGREEMENT, THE MERGER AGREEMENT AND/OR ANY
ANCILLARY NOTEHOLDER AGREEMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND
REQUISITE LENDERS; OR
(C)
BREACH OF CERTAIN PROVISIONS.
FAILURE OF
ANY CREDIT PARTY TO PERFORM OR COMPLY WITH ANY TERM OR CONDITION CONTAINED IN
(1) THE GE CAPITAL FEE LETTER, (2) SECTION 6.2 WHICH FAILURE CONTINUES FOR MORE
THAN FIVE (5) BUSINESS DAYS AFTER THE DATE SPECIFIED FOR PERFORMANCE OR
COMPLIANCE WITH SUCH TERM OR CONDITION, (3) THAT PORTION OF SECTION 4.2 RELATING
TO THE CREDIT PARTIES' OBLIGATION TO MAINTAIN INSURANCE, OR (4) SECTION 4.3,
SECTION 5 OR SECTION 6.1; OR
51
(D)
BREACH OF WARRANTY.
ANY REPRESENTATION,
WARRANTY, CERTIFICATION OR OTHER STATEMENT MADE BY ANY CREDIT PARTY IN ANY LOAN
DOCUMENT OR IN ANY STATEMENT OR CERTIFICATE AT ANY TIME GIVEN BY SUCH PERSON IN
WRITING PURSUANT OR IN CONNECTION WITH ANY LOAN DOCUMENT IS FALSE IN ANY
MATERIAL RESPECT (WITHOUT DUPLICATION OF MATERIALITY QUALIFIERS CONTAINED
THEREIN) ON THE DATE MADE; OR
(E)
OTHER DEFAULTS UNDER LOAN DOCUMENTS. ANY
CREDIT PARTY DEFAULTS IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY TERM
CONTAINED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (OTHER THAN OCCURRENCES
DESCRIBED IN OTHER PROVISIONS OF THIS SECTION 7.1 FOR WHICH A DIFFERENT GRACE OR
CURE PERIOD IS SPECIFIED, OR FOR WHICH NO CURE PERIOD IS SPECIFIED AND WHICH
CONSTITUTE IMMEDIATE EVENTS OF DEFAULT) AND SUCH DEFAULT IS NOT REMEDIED OR
WAIVED WITHIN THIRTY (30) DAYS AFTER THE EARLIER OF (1) RECEIPT BY BORROWER OF
NOTICE FROM AGENT OR REQUISITE LENDERS OF SUCH DEFAULT OR (2) ACTUAL KNOWLEDGE
OF BORROWER OR ANY OTHER CREDIT PARTY OF SUCH DEFAULT; OR
(F)
JUDGMENT AND ATTACHMENTS.
ANY MONEY
JUDGMENT, WRIT OR WARRANT OF ATTACHMENT, OR SIMILAR PROCESS (OTHER THAN THOSE
DESCRIBED ELSEWHERE IN THIS SECTION 7.1) INVOLVING AN AMOUNT IN THE AGGREGATE AT
ANY TIME IN EXCESS OF $2,500,000 (TO THE EXTENT NOT ADEQUATELY COVERED BY
INSURANCE PROVIDED BY A REPUTABLE AND SOLVENT INSURANCE COMPANY) IS ENTERED OR
FILED AGAINST ONE OR MORE OF THE CREDIT PARTIES OR ANY OF THEIR RESPECTIVE
ASSETS AND REMAINS UNDISCHARGED, UNVACATED, UNBONDED OR UNSTAYED FOR A PERIOD OF
THIRTY (30) DAYS OR