TIMELY AND APPROPRIATE MANNER, ANY PROCEEDING OR THE FILING
OF ANY PETITION DESCRIBED IN (G) ABOVE, (III) APPLY FOR OR CONSENT TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR
SIMILAR OFFICIAL FOR HOLDINGS, THE BORROWER OR ANY SUBSIDIARY (OTHER THAN AN
INACTIVE SUBSIDIARY) OR FOR A SUBSTANTIAL PART OF THE PROPERTY OR ASSETS OF
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY (OTHER THAN AN INACTIVE SUBSIDIARY),
(IV) FILE AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION FILED
AGAINST IT IN ANY SUCH PROCEEDING, (V) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, (VI) BECOME UNABLE, ADMIT IN WRITING ITS INABILITY OR FAIL
GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE OR (VII) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING;
(I)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN
EXCESS OF $7,500,000 SHALL BE RENDERED AGAINST HOLDINGS, THE BORROWER, ANY
SUBSIDIARY OR ANY COMBINATION THEREOF AND THE SAME SHALL REMAIN UNDISCHARGED FOR
A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH EXECUTION SHALL NOT BE EFFECTIVELY
STAYED, OR ANY ACTION SHALL BE LEGALLY TAKEN BY A JUDGMENT CREDITOR TO LEVY UPON
ASSETS OR PROPERTIES OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY TO ENFORCE ANY
SUCH JUDGMENT;
(J)
AN ERISA EVENT SHALL HAVE OCCURRED THAT, IN THE OPINION OF THE REQUIRED
LENDERS, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS, COULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(K)
ANY GUARANTEE UNDER THE COLLATERAL AGREEMENT FOR ANY REASON SHALL CEASE TO
BE IN FULL FORCE AND EFFECT (OTHER THAN IN ACCORDANCE WITH ITS TERMS), OR ANY
GUARANTOR SHALL DENY IN WRITING THAT IT HAS ANY FURTHER LIABILITY UNDER THE
COLLATERAL AGREEMENT (OTHER
72
THAN AS A RESULT OF THE DISCHARGE OF SUCH GUARANTOR IN ACCORDANCE WITH THE TERMS
OF THE LOAN DOCUMENTS);
(L)
ANY SECURITY INTEREST PURPORTED TO BE CREATED BY ANY SECURITY DOCUMENT
SHALL CEASE TO BE, OR SHALL BE ASSERTED BY THE BORROWER OR ANY OTHER LOAN PARTY
NOT TO BE, A VALID, PERFECTED, FIRST PRIORITY (EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT OR SUCH SECURITY DOCUMENT) SECURITY INTEREST IN THE
SECURITIES, ASSETS OR PROPERTIES COVERED THEREBY, EXCEPT TO THE EXTENT THAT ANY
SUCH LOSS OF PERFECTION OR PRIORITY RESULTS FROM (I) THE SALE OR OTHER
DISPOSITION OF THE APPLICABLE COLLATERAL IN A TRANSACTION PERMITTED BY ANY LOAN
DOCUMENT, (II) ANY ACTION TAKEN BY THE COLLATERAL AGENT TO RELEASE ANY SUCH LIEN
IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
(III) THE COLLATERAL AGENT'S FAILURE TO PROPERLY FILE (A) UNIFORM COMMERCIAL
CODE FINANCING STATEMENTS OR COMPARABLE FILINGS DELIVERED TO IT FOR FILING UNDER
THE SECURITY DOCUMENTS OR (B) UNIFORM COMMERCIAL CODE CONTINUATION STATEMENTS OR
COMPARABLE FILINGS NECESSARY TO MAINTAIN PERFECTION OR (IV) THE FAILURE OF THE
COLLATERAL AGENT TO MAINTAIN POSSESSION OF CERTIFICATES REPRESENTING SECURITIES
PLEDGED AND DELIVERED TO IT UNDER THE COLLATERAL AGREEMENT;
(M)
ANY OF THE OBLIGATIONS SHALL CEASE TO CONSTITUTE "DESIGNATED