OR FAIL TO HAVE DISMISSED, WITHIN SIXTY
(60) DAYS, ANY PETITION FILED AGAINST IT IN ANY INVOLUNTARY CASE UNDER SUCH
BANKRUPTCY LAWS, OR (VII) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF
THE FOREGOING;
10.8.
INABILITY TO PAY.
ANY BORROWER OR ANY GUARANTOR
SHALL ADMIT IN WRITING ITS INABILITY, OR BE GENERALLY UNABLE, TO PAY ITS DEBTS
AS THEY BECOME DUE OR CEASE OPERATIONS OF ITS PRESENT BUSINESS;
10.9.
INTENTIONALLY OMITTED;
10.10.
MATERIAL ADVERSE EFFECT. THE OCCURRENCE OF ANY MATERIAL
ADVERSE EFFECT;
10.11.
LIEN PRIORITY.
ANY LIEN CREATED HEREUNDER OR PROVIDED
FOR HEREBY OR UNDER ANY RELATED AGREEMENT FOR ANY REASON CEASES TO BE OR IS NOT
A VALID AND PERFECTED LIEN HAVING A FIRST PRIORITY INTEREST (SUBJECT TO
PERMITTED ENCUMBRANCES AND EXCLUDING THE SPECIFIED EQUITY INTERESTS AND EXCLUDED
PERSONAL PROPERTY);
10.12.
INDENTURE LOAN DEFAULT.
AN EVENT OF DEFAULT HAS
OCCURRED UNDER THE INDENTURE LOAN DOCUMENTATION OR THE INTERCREDITOR AGREEMENT,
WHICH DEFAULT SHALL NOT HAVE BEEN WAIVED OR CURED WITHIN ANY APPLICABLE GRACE
PERIOD;
10.13.
CROSS DEFAULT.
A DEFAULT OF THE OBLIGATIONS OF ANY
BORROWER UNDER ANY OTHER AGREEMENT TO WHICH IT IS A PARTY SHALL OCCUR WHICH
CAUSES A MATERIAL ADVERSE EFFECT WHICH DEFAULT IS NOT WAIVED OR CURED WITHIN ANY
APPLICABLE GRACE PERIOD;
10.14.
BREACH OF GUARANTY OR PLEDGE AGREEMENTS.
TERMINATION OR
BREACH OF ANY GUARANTY, ANY GUARANTY SECURITY AGREEMENT, ANY PLEDGE AGREEMENT OR
SIMILAR AGREEMENT EXECUTED AND DELIVERED TO AGENT IN CONNECTION WITH THE
OBLIGATIONS OF ANY BORROWER, OR IF ANY GUARANTOR ATTEMPTS TO TERMINATE,
CHALLENGES THE VALIDITY OF, OR ITS LIABILITY UNDER, ANY SUCH GUARANTY, GUARANTY
SECURITY AGREEMENT, PLEDGE AGREEMENT OR SIMILAR AGREEMENT;
10.15.
CHANGE OF OWNERSHIP.
ANY CHANGE OF OWNERSHIP SHALL
OCCUR;
10.16.
INVALIDITY.
ANY MATERIAL PROVISION OF THIS AGREEMENT OR
ANY OTHER DOCUMENT SHALL, FOR ANY REASON, CEASE TO BE VALID AND BINDING ON ANY
BORROWER OR ANY GUARANTOR, OR ANY BORROWER OR ANY GUARANTOR SHALL SO CLAIM IN
WRITING TO AGENT OR ANY LENDER;
10.17.
LICENSES.
(I) ANY GOVERNMENTAL BODY SHALL (A) REVOKE,
TERMINATE, SUSPEND OR ADVERSELY MODIFY ANY LICENSE, PERMIT, PATENT TRADEMARK OR
TRADENAME OF ANY BORROWER OR ANY
81
GUARANTOR, THE CONTINUATION OF WHICH IS MATERIAL TO THE CONTINUATION OF ANY
BORROWER'S OR GUARANTOR'S BUSINESS, OR (B) COMMENCE PROCEEDINGS TO SUSPEND,
REVOKE, TERMINATE OR ADVERSELY MODIFY ANY SUCH LICENSE, PERMIT, TRADEMARK,
TRADENAME OR PATENT AND SUCH PROCEEDINGS SHALL NOT BE DISMISSED OR DISCHARGED
WITHIN SIXTY (60) DAYS, OR (C) SCHEDULE OR CONDUCT A HEARING ON THE RENEWAL OF
ANY LICENSE, PERMIT, TRADEMARK, TRADENAME OR PATENT NECESSARY FOR THE
CONTINUATION OF ANY BORROWER'S OR ANY GUARANTOR'S BUSINESS AND THE STAFF OF SUCH
GOVERNMENTAL BODY ISSUES A REPORT RECOMMENDING THE TERMINATION, REVOCATION,
SUSPENSION OR MATERIAL, ADVERSE MODIFICATION OF SUCH LICENSE, PERMIT, TRADEMARK,
TRADENAME OR PATENT; (II) ANY AGREEMENT WHICH IS NECESSARY OR MATERIAL TO THE
OPERATION OF ANY BORROWER'S OR ANY GUARANTOR'S BUSINESS SHALL BE REVOKED OR
TERMINATED AND NOT REPLACED BY A SUBSTITUTE REASONABLY ACCEPTABLE TO AGENT
WITHIN THIRTY (30) DAYS AFTER THE DATE OF SUCH REVOCATION OR TERMINATION,