OF SIXTY (60) DAYS; OR AN ORDER, JUDGMENT OR DECREE
APPROVING OR ORDERING ANY OF THE FOREGOING SHALL BE ENTERED IN ANY SUCH
PROCEEDING;
(H)
ANY ONE OR MORE MONEY JUDGMENTS, WRITS OR WARRANTS OF ATTACHMENT,
EXECUTIONS OR SIMILAR PROCESSES INVOLVING AN AGGREGATE AMOUNT IN EXCESS OF
$2,500,000 SHALL BE ENTERED OR FILED AGAINST ANY BORROWER OR ANY OTHER CREDIT
PARTY OR ANY OF THEIR RESPECTIVE PROPERTIES AND THE SAME SHALL NOT BE PAID,
DISMISSED, BONDED, VACATED, STAYED OR DISCHARGED WITHIN A PERIOD OF THIRTY (30)
DAYS OR IN ANY EVENT LATER THAN FIVE (5) DAYS PRIOR TO THE DATE OF ANY PROPOSED
SALE OF SUCH PROPERTY THEREUNDER;
114
(I)
ANY SECURITY DOCUMENT TO WHICH ANY BORROWER OR ANY OTHER CREDIT
PARTY IS NOW OR HEREAFTER A PARTY SHALL FOR ANY REASON CEASE TO BE IN FULL FORCE
AND EFFECT OR CEASE TO BE EFFECTIVE TO GIVE THE ADMINISTRATIVE AGENT A VALID AND
PERFECTED SECURITY INTEREST IN AND LIEN UPON COLLATERAL PURPORTED TO BE COVERED
THEREBY WITH AN AGGREGATE VALUE OF $1,000,000 OR MORE, SUBJECT TO NO LIENS OTHER
THAN PERMITTED LIENS, IN EACH CASE UNLESS ANY SUCH CESSATION OCCURS IN
ACCORDANCE WITH THE TERMS THEREOF OR IS DUE TO ANY ACT OR FAILURE TO ACT ON THE
PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER, OR ANY BORROWER OR ANY OTHER
CREDIT PARTY SHALL ASSERT ANY OF THE FOREGOING; OR THE GUARANTY AGREEMENT SHALL
FOR ANY REASON CEASE TO BE IN FULL FORCE AND EFFECT AS TO ANY GUARANTOR, OR ANY
GUARANTOR OR ANY PERSON ACTING ON ITS BEHALF SHALL DENY OR DISAFFIRM SUCH
GUARANTOR'S OBLIGATIONS THEREUNDER;
(J)
ANY ERISA EVENT SHALL OCCUR OR EXIST WITH RESPECT TO ANY PLAN,
MULTIEMPLOYER PLAN OR FOREIGN PENSION PLAN AND, AS A RESULT THEREOF, TOGETHER
WITH ALL OTHER ERISA EVENTS THEN EXISTING, ANY CREDIT PARTY AND ITS ERISA
AFFILIATES HAVE INCURRED, OR COULD REASONABLY BE EXPECTED TO INCUR, LIABILITY
(INCLUDING LIABILITY TO ANY ONE OR MORE PLANS, MULTIEMPLOYER PLANS OR FOREIGN
PENSION PLANS OR TO THE PBGC (OR TO ANY COMBINATION THEREOF)) IN EXCESS OF
$1,000,000;
(K)
ANY ONE OR MORE LICENSES, PERMITS, ACCREDITATIONS OR
AUTHORIZATIONS OF ANY BORROWER OR ANY OTHER CREDIT PARTY SHALL BE SUSPENDED,
LIMITED OR TERMINATED OR SHALL NOT BE RENEWED, OR ANY OTHER ACTION SHALL BE
TAKEN, BY ANY GOVERNMENTAL AUTHORITY IN RESPONSE TO ANY ALLEGED FAILURE BY ANY
BORROWER OR ANY OTHER CREDIT PARTY TO BE IN COMPLIANCE WITH APPLICABLE
REQUIREMENTS OF LAW, AND SUCH ACTION, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(L)
ANY OF THE FOLLOWING SHALL OCCUR:
(I)
THE COMPANY SHALL CEASE TO BE A DIRECT WHOLLY OWNED SUBSIDIARY OF
THE PARENT;
(II)
ANY BORROWER (OTHER THAN THE COMPANY) SHALL CEASE TO BE A WHOLLY
OWNED SUBSIDIARY OF THE COMPANY;
(III)
ANY PERSON OR GROUP OF PERSONS ACTING IN CONCERT AS A PARTNERSHIP
OR OTHER GROUP SHALL HAVE BECOME, AS A RESULT OF A TENDER OR EXCHANGE OFFER,
OPEN MARKET PURCHASES,