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 OR (VI) TAKE ANY FORMAL ACTION FOR THE PURPOSE OF
EFFECTING ANY OF THE FOREGOING;
(J)
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY
SHALL BECOME UNABLE, ADMIT IN WRITING ITS INABILITY OR FAIL GENERALLY TO PAY ITS
DEBTS AS THEY BECOME DUE;
(K)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF
MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $3,000,000 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 ATTACH OR LEVY UPON ANY ASSETS OF HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY TO ENFORCE ANY SUCH JUDGMENT;
(L)
AN ERISA EVENT SHALL HAVE OCCURRED THAT,
IN THE REASONABLE OPINION OF THE REQUIRED LENDERS, WHEN TAKEN TOGETHER WITH ALL
OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN
AN UNSATISFIED LIABILITY OF HOLDINGS, THE BORROWER AND THE SUBSIDIARIES IN AN
AGGREGATE AMOUNT EXCEEDING $5,000,000 FOR ALL PERIODS;
(M)
(I) ANY LOAN DOCUMENT SHALL FOR ANY REASON BE
ASSERTED BY HOLDINGS, THE BORROWER OR ANY SUBSIDIARY LOAN PARTY NOT TO BE A
LEGAL, VALID AND BINDING OBLIGATION OF ANY PARTY THERETO; (II) ANY LIEN
PURPORTED TO BE CREATED UNDER ANY SECURITY DOCUMENT SHALL CEASE TO BE, OR SHALL
BE ASSERTED BY ANY LOAN PARTY NOT TO BE, A VALID AND PERFECTED LIEN ON ANY
COLLATERAL, WITH THE PRIORITY REQUIRED BY THE APPLICABLE SECURITY DOCUMENT,
EXCEPT (A) AS A RESULT OF THE SALE OR OTHER DISPOSITION OF THE APPLICABLE
COLLATERAL IN A TRANSACTION PERMITTED UNDER THE LOAN DOCUMENTS OR (B) AS A
RESULT OF THE ADMINISTRATIVE AGENT'S FAILURE TO MAINTAIN POSSESSION OF ANY STOCK
CERTIFICATES, PROMISSORY NOTES OR OTHER INSTRUMENTS DELIVERED TO IT UNDER THE
COLLATERAL AGREEMENT OR (III) THE GUARANTEES PURSUANT TO THE SECURITY DOCUMENTS
BY THE SUBSIDIARY LOAN PARTIES OF ANY OF THE OBLIGATIONS SHALL CEASE TO BE IN
FULL FORCE AND EFFECT (OTHER THAN IN ACCORDANCE WITH THE TERMS HEREOF) OR SHALL
BE ASSERTED BY ANY SUBSIDIARY LOAN PARTY NOT TO BE IN EFFECT OR NOT TO BE LEGAL,
VALID AND BINDING OBLIGATIONS; OR
(N)
A CHANGE IN CONTROL SHALL OCCUR;
then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times:
(i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so