MATERIALLY INCORRECT OR
MISLEADING REPRESENTATION, WARRANTY, OR CERTIFICATE TO THE BANK; (C) MAKES ANY
MATERIALLY INCORRECT OR MISLEADING REPRESENTATION IN ANY FINANCIAL STATEMENT OR
OTHER INFORMATION DELIVERED TO THE BANK; OR (D) DEFAULTS UNDER THE TERMS OF ANY
AGREEMENT OR INSTRUMENT RELATING TO ANY DEBT FOR BORROWED MONEY (OTHER THAN THE
DEBT EVIDENCED BY THE NOTES) AND THE EFFECT OF SUCH DEFAULT WILL ALLOW THE
CREDITOR TO DECLARE THE DEBT DUE BEFORE ITS MATURITY.
7
C.
IN THE EVENT (A) THERE IS A DEFAULT UNDER THE TERMS OF ANY RELATED
DOCUMENT, (B) ANY GUARANTY OF THE LOAN EVIDENCED BY THE NOTES IS TERMINATED OR
BECOMES UNENFORCEABLE IN WHOLE OR IN PART, (C) ANY GUARANTOR FAILS TO PROMPTLY
PERFORM UNDER ITS GUARANTY, OR (D) THE BORROWER FAILS TO COMPLY WITH, OR PAY, OR
PERFORM UNDER ANY AGREEMENT, NOW OR HEREAFTER IN EFFECT, BETWEEN THE BORROWER
AND JPMORGAN CHASE & CO., OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR THEIR
SUCCESSORS.
D.
THERE IS ANY LOSS, THEFT, DAMAGE, OR DESTRUCTION OF ANY COLLATERAL
SECURING THE CREDIT FACILITIES NOT COVERED BY INSURANCE.
E.
A "REPORTABLE EVENT" (AS DEFINED IN THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974 AS AMENDED) OCCURS THAT WOULD PERMIT THE PENSION
BENEFIT GUARANTY CORPORATION TO TERMINATE ANY EMPLOYEE BENEFIT PLAN OF THE
BORROWER, ANY GUARANTOR OR ANY AFFILIATE OF THE BORROWER OR ANY GUARANTOR.
F.
THE BORROWER OR ANY GUARANTOR BECOMES INSOLVENT OR UNABLE TO PAY
ITS DEBTS AS THEY BECOME DUE.
G.
THE BORROWER OR ANY GUARANTOR (A) MAKES AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS; (B) CONSENTS TO THE APPOINTMENT OF A CUSTODIAN, RECEIVER,
OR TRUSTEE FOR ITSELF OR FOR A SUBSTANTIAL PART OF ITS ASSETS; OR (C) COMMENCES
ANY PROCEEDING UNDER ANY BANKRUPTCY, REORGANIZATION, LIQUIDATION, INSOLVENCY OR
SIMILAR LAWS OF ANY JURISDICTION.
H.
A CUSTODIAN, RECEIVER, OR TRUSTEE IS APPOINTED FOR THE BORROWER OR
ANY GUARANTOR OR FOR A SUBSTANTIAL PART OF ITS ASSETS.
I.
PROCEEDINGS ARE COMMENCED AGAINST THE BORROWER OR ANY GUARANTOR
UNDER ANY BANKRUPTCY, REORGANIZATION, LIQUIDATION, OR SIMILAR LAWS OF ANY
JURISDICTION, AND THEY REMAIN UNDISMISSED FOR THIRTY (30) DAYS AFTER
COMMENCEMENT; OR THE BORROWER OR THE GUARANTOR CONSENTS TO THE COMMENCEMENT OF
THOSE PROCEEDINGS.
J.
ONE OR MORE JUDGMENTS, DECREES, OR ORDERS FOR THE PAYMENT OF
MONEY IN EXCESS OF ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00) IN THE
AGGREGATE SHALL BE RENDERED AGAINST THE BORROWER OR ANY GUARANTOR AND SUCH
JUDGMENTS, DECREES, OR ORDERS SHALL CONTINUE UNSATISFIED AND IN EFFECT FOR A
PERIOD OF THIRTY (30) CONSECUTIVE DAYS WITHOUT BEING VACATED, DISCHARGED,
SATISFIED, OR STAYED OR BONDED PENDING APPEAL, OR ANY ATTACHMENT, LEVY, OR
GARNISHMENT IS ISSUED AGAINST ANY PROPERTY OF THE BORROWER OR ANY GUARANTOR.
K.
THE BORROWER OR ANY GUARANTOR DIES, OR A GUARDIAN OR CONSERVATOR
IS APPOINTED FOR THE BORROWER OR ANY GUARANTOR OR ALL OR ANY PORTION OF THE
BORROWER'S ASSETS, ANY GUARANTOR'S ASSETS, OR THE COLLATERAL.
L.
THE BORROWER OR ANY GUARANTOR, WITHOUT THE BANK'S WRITTEN CONSENT
(A) IS DISSOLVED, (B) MERGES OR CONSOLIDATES WITH