ENDING
ON THE EARLIER OF (I) THE DATE 32 DAYS AFTER A RESPONSIBLE
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OFFICER OF THE BORROWER SHALL HAVE DISCOVERED OR SHOULD HAVE DISCOVERED SUCH
DEFAULT AND (II) THE DATE 15 DAYS AFTER WRITTEN NOTICE HAS BEEN GIVEN TO THE
BORROWER BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; OR
(E)
HOLDING, THE BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OTHER LOAN
PARTY SHALL (I) DEFAULT IN ANY PAYMENT OF PRINCIPAL OF OR INTEREST ON ANY
POST-PETITION INDEBTEDNESS (OTHER THAN THE LOANS AND THE REIMBURSEMENT
OBLIGATIONS) IN EXCESS OF $1,000,000 OR IN THE PAYMENT OF ANY POST-PETITION
GUARANTEE OBLIGATION IN EXCESS OF $1,000,000; OR (II) DEFAULT IN THE OBSERVANCE
OR PERFORMANCE OF ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY POST-PETITION
INDEBTEDNESS OR POST-PETITION GUARANTEE OBLIGATION REFERRED TO IN CLAUSE
(I) ABOVE OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR
RELATING THERETO, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST, THE EFFECT
OF WHICH DEFAULT OR OTHER EVENT OR CONDITION IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY OR BENEFICIARIES OF SUCH
GUARANTEE OBLIGATION (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS
OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE OR LAPSE OF
TIME IF REQUIRED, SUCH INDEBTEDNESS TO BECOME DUE PRIOR TO ITS STATED MATURITY
OR SUCH GUARANTEE OBLIGATION TO BECOME PAYABLE (AN "ACCELERATION"), AND SUCH
TIME SHALL HAVE LAPSED AND, IF ANY NOTICE (A "DEFAULT NOTICE") SHALL BE REQUIRED
TO COMMENCE A GRACE PERIOD OR DECLARE THE OCCURRENCE OF AN EVENT OF DEFAULT
BEFORE NOTICE OF ACCELERATION MAY BE DELIVERED, SUCH DEFAULT NOTICE SHALL HAVE
BEEN GIVEN; OR
(F)
ANY OF THE CASES SHALL BE DISMISSED OR CONVERTED TO A CASE UNDER
CHAPTER 7 OF THE BANKRUPTCY CODE OR A TRUSTEE UNDER CHAPTER 11 OF THE BANKRUPTCY
CODE SHALL BE APPOINTED IN ANY OF THE CASES; OR
(G)
(I) AN ORDER OF THE BANKRUPTCY COURT SHALL BE ENTERED GRANTING
ANOTHER SUPERPRIORITY CLAIM OR LIEN (EXCLUDING THE
SECTION 364(C)(1) SUPERPRIORITY CLAIM GRANTED PURSUANT TO THE ORDER
(I) AUTHORIZING THE DEBTORS TO CONTINUE PERFORMING UNDER THE RECEIVABLES
PURCHASE PROGRAM AND (II) GRANTING RELATED RELIEF) PARI PASSU WITH OR SENIOR TO
THAT GRANTED (X) TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THIS
AGREEMENT AND THE INTERIM ORDER (OR THE FINAL ORDER, AS APPLICABLE), OR (Y) TO
THE PREPETITION SECURED PARTIES PURSUANT TO THE INTERIM ORDER (OR THE FINAL
ORDER, AS APPLICABLE) (OTHER THAN PURSUANT TO CLAUSE (X) ABOVE AND SUPERPRIORITY
CLAIMS GRANTED TO THE CASH MANAGEMENT BANKS), (II) AN ORDER OF THE BANKRUPTCY
COURT SHALL BE ENTERED REVERSING, STAYING FOR A PERIOD IN EXCESS OF 10 DAYS,
VACATING OR OTHERWISE AMENDING, SUPPLEMENTING OR MODIFYING THE INTERIM ORDER (OR
THE FINAL ORDER, AS APPLICABLE) WITHOUT THE WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT; (III) THE PREPETITION SECURED PARTIES' CASH COLLATERAL
SHALL BE USED IN A MANNER INCONSISTENT WITH THE INTERIM ORDER (OR THE FINAL
ORDER, AS APPLICABLE), (IV) AN ORDER OF A