IN ANY CASE INDIVIDUALLY OR IN THE AGGREGATE AT
ANY TIME (TO THE EXTENT NOT ADEQUATELY COVERED BY INSURANCE) OR ANY NON-MONETARY
JUDGMENT THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
SHALL BE ENTERED OR FILED AGAINST BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF
THEIR RESPECTIVE ASSETS AND SHALL REMAIN UNDISCHARGED, UNVACATED, UNBONDED OR
UNSTAYED FOR A PERIOD OF SIXTY (60) DAYS (OR IN ANY EVENT LATER THAN FIVE (5)
DAYS PRIOR TO THE DATE OF ANY PROPOSED SALE THEREUNDER); OR
(I)
DISSOLUTION. ANY ORDER, JUDGMENT OR
DECREE SHALL BE ENTERED AGAINST ANY LOAN PARTY DECREEING THE DISSOLUTION OR
SPLIT UP OF SUCH LOAN PARTY AND SUCH ORDER SHALL REMAIN UNDISCHARGED OR UNSTAYED
FOR A PERIOD IN EXCESS OF THIRTY (30) DAYS; OR
(J)
EMPLOYEE BENEFIT PLANS. (I) THERE SHALL
OCCUR ONE OR MORE ERISA EVENTS WHICH INDIVIDUALLY OR IN THE AGGREGATE RESULTS IN
OR MIGHT REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF BORROWER, ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ERISA AFFILIATES IN EXCESS OF $6,000,000
DURING THE TERM HEREOF; OR (II) THERE EXISTS ANY FACT OR CIRCUMSTANCE THAT
REASONABLY COULD BE EXPECTED TO RESULT IN THE IMPOSITION OF A LIEN OR SECURITY
INTEREST UNDER SECTION 412(N) OF THE INTERNAL REVENUE CODE OR UNDER ERISA
AFFECTING A MATERIAL PORTION OF THE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE; OR
(K)
CHANGE OF CONTROL. A CHANGE OF CONTROL
SHALL OCCUR; OR
(L)
GUARANTIES, COLLATERAL DOCUMENTS AND
OTHER LOAN DOCUMENTS. AT ANY TIME AFTER THE EXECUTION AND DELIVERY THEREOF,
(I) THE GUARANTY FOR ANY REASON, OTHER THAN THE SATISFACTION IN FULL OF ALL
OBLIGATIONS, SHALL CEASE TO BE IN FULL FORCE AND EFFECT (OTHER THAN IN
ACCORDANCE WITH ITS TERMS) OR SHALL BE DECLARED TO BE NULL AND VOID OR ANY
GUARANTOR SHALL REPUDIATE ITS OBLIGATIONS THEREUNDER, (II) THIS AGREEMENT OR ANY
COLLATERAL DOCUMENT COVERING A MATERIAL PORTION OF THE COLLATERAL CEASES TO BE
IN FULL FORCE AND EFFECT (OTHER THAN BY REASON OF A RELEASE OF COLLATERAL IN
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF OR THE SATISFACTION IN FULL OF THE
OBLIGATIONS IN ACCORDANCE WITH THE TERMS HEREOF) OR SHALL BE DECLARED NULL AND
VOID, OR COLLATERAL AGENT SHALL NOT HAVE OR SHALL CEASE TO HAVE A VALID AND
PERFECTED LIEN IN A MATERIAL PORTION OF THE COLLATERAL PURPORTED TO BE COVERED
BY THE COLLATERAL DOCUMENTS WITH THE PRIORITY REQUIRED BY THE RELEVANT
COLLATERAL DOCUMENT, IN EACH CASE FOR ANY REASON OTHER THAN THE FAILURE OF
COLLATERAL AGENT OR ANY SECURED PARTY TO TAKE ANY ACTION WITHIN ITS CONTROL, OR
(III) ANY LOAN PARTY SHALL CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY LOAN
DOCUMENT IN WRITING OR DENY IN WRITING THAT IT HAS ANY FURTHER LIABILITY,
INCLUDING WITH RESPECT TO FUTURE ADVANCES BY LENDERS, UNDER ANY LOAN DOCUMENT TO
WHICH IT IS A PARTY; OR
(M)
HEALTH CARE MATTERS. BORROWER OR ANY OF ITS
SUBSIDIARIES FAILS TO (I) COMPLY WITH ANY HEALTH CARE LAW OR (II) MAINTAIN